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HomeMy WebLinkAboutCounts Unlimited Inc; 2026-01-07; PSA26-4009TRANPSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR BARRIO TRAFFIC CALMING COUNTS SERVICES COUNTS UNLIMITED, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation (“City”) and Counts Unlimited, Inc., a California corporation (“Contractor”). RECITALS City requires the professional services of a consultant that is experienced in traffic counts and data collection. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (“Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to December 31, 2026. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed six thousand four hundred dollars ($6,400). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the City’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F January 7th PSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 2 It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. 5. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 6. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 7. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to City. The full limits Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F PSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 3 available to the named insured shall also be available and applicable to the as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 8. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Nick Gorman Name Kris Campos Title Associate Engineer Title President Department Public Works Address PO Box 1178 City of Carlsbad Corona, CA 92878 Address 1635 Faraday Avenye Phone No. 949-400-4675 Carlsbad, CA 92008 Email counts@countsunlimited.com Phone No. 442-339-2793 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 9. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 10. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F PSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 4 11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 12. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 13. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 14. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 15. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 16. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 17. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 18. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 19. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F PSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 5 20. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California COUNTS UNLIMITED, INC., a California corporation By: By: (sign here) PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager Abraham Campos, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Kristoffer Campos, Secretary Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F PSA26-4009TRAN City Attorney Approved Version 10/23/2025 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F Counts Unlimited, Inc. ▪ PO Box 1178 ▪ Corona, CA 92878 ▪ T 951 268 6268 ▪ F 951 268 6267 ▪ www.countsunlimited.com City of Carlsbad – Barrio Traffic Counts Scope of Services Counts Unlimited, Inc. will perform traffic data collection in Barrio area of Carlsbad. Traffic counts that will be conducted for this project will include Directional Volume Counts, Pedestrian, and Bicycle Counts which will be performed from 6:00 AM to 7:00 PM. All traffic counts will adhere to the following guidelines: - Counts will be conducted for 1 Weekday, and 1 Saturday. - Vehicle Counts will be counted for both directions. - Pedestrian/Bicycle counts will be counted for both directions and separate the side of the street the counts occur on. - Counts will be collected during typical Southern California weather and will not be conducted during rain. - Counts will be collected within the same week. - Data collection plan will be submitted to the City of Carlsbad staff and approved prior to any data collection occurring. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F ESTIMATE Counts Unlimited, Inc. PO Box 1178 Corona, CA 92878 counts@countsunlimited.com +1 (951) 268-6268 www.countsunlimited.com Carlsbad, City of Bill to City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Estimate details Estimate no.: 1042 Estimate date: 12/18/2025 #Product or service Description Qty Rate Amount 1.Multimodal Traffic Counts - Barrio Counts 2.16 - Segment Counts to include Vehicles, Peds, and Bikes 3. 2-Day, 6:00 AM to 7:00 PM Vehicle, Pedestrian and Bicycle Counts for a typical weekday and Saturday at $200 per day, $400 total per location 16 $400.00 $6,400.00 Total $6,400.00 to k e n = e e 2 a c 5 1 7 2 3 b 3 4 d 8 2 b 5 5 6 d fb f2 a e c 7 6 3 5 1 a c 0 6 6 2 1 d 4 0 e 4 fb 9 8 c 0 9 5 b b 9 7 8 8 d 7 2 1 8 2 a a 5 8 d 6 6 6 1 c b 4 3 5 4 9 6 fd 0 0 1 d c d 4 e 4 f1 5 Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F ~tutti unlimited Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/09/2025 PRODUCER (855) 266-2135 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Fixated Financial & Insurance Solutions, Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 2445 Newport Beach CA 92659-INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Indemnity Co of Con 25682 INSURER B: Travelers Property Casualty 25674 Counts Unlimited, Inc. INSURER c: Travelers Property Casualty 25674 P.O. Box 1178 INSURER D: Certain Underwriters Lloyds AA1122000 Corona I CA 92878-INSURER E: Travelers Property Casualty 25674 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR NSRD TYPE OF IN<ll lRANCE POLICY NUMBER DATE CMM/DD/YYYYl DATE CMM/DD/YYYYl LIMITS A X ~NERAL LIABILITY 660-B229292A-25 03/23/2025 03/23/2026 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY I I I I DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1 000,000 ~ □ CLAIMS MADE 00 OCCUR I I I I MED EXP (Any one person) $ 10 000 I I I I PERSONAL & ADV INJURY $ 1 000,000 ~ I I I ~ I GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I I I I PRODUCTS· COMP/OP AGG $ 2 000,000 x7 n PRO-POLICY JECT n LOC I I I I B X AUTOMOBILE LIABILITY BA-B2228804-25 03/23/2025 03/23/2026 COMBINED SINGLE LIMIT I I I I (Ea accident) $ 1,000,000 ANY AUTO ~ X ALL OWNED AUTOS I I I I BODILY INJURY I I I I ( Per person) $ SCHEDULED AUTOS ~ X HIRED AUTOS I I I I BODILY INJURY ~ $ ~ NON-OWNED AUTOS I I I I (Per accident) X COMP DED. $1,000 I I I I PROPERTY DAMAGE ~ $ X COLLISION DED $1,000 I I I I (Per accident) GARAGE LIABILITY I I I I AUTO ONLY -EA ACCIDENT $ =7 ANY AUTO I I I I OTHER THAN EAACC $ I I I I AUTO ONLY: AGG $ E EXCESS/ UMBRELLA LIABILITY CUP-B2409559-25 03/23/2025 03/23/2026 EACH OCCURRENCE $ 3,000 000 ~ OCCUR □ CLAIMS MADE I I I I AGGREGATE $ 3 000 000 I I I I $ ~ DEDUCTIBLE I I I I $ RETENTION $ 0 I I I I $ C WORKERS COMPENSATION UB-B2355160-25 03/23/2025 03/23/2026 X I WC STATU-I IOTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE w I I I I E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Y (Mandatory in NH) I I I I E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under I I I SPECIAL PROVISIONS below I E.L. DISEASE -POLICY LIMIT $ 1,000 000 OTHER Professional Liab. PSN0040373426 06/10/2025 06/10/2026 Aggregate Limit 2,000,000 D I I I I Each Claim 2,000,000 I I I I n-..:i-,,..,+-· 1,-...:::.. ---r,1..:.;ffl 2 500 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS The City of Carlsbad is named as Additional Insured as respects GL and Auto. Insurance is primary and non-contributory and waiver of subrogration applies to GL, Auto and we. *except for 10 days notice of cancellation for non-payment of premium CERTIFICATE HOLDER ( ) - City of Carlsbad c/o EXIGIS PO box 947 Mqrrieta ACORD 25 (2009/01) INS025 (200901) Ins. CANCELLATION ( ) -SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL I CMWD IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Compliance Svc REPRESENTATIVES. CA 92564- AUTHORIZED REPRESENTATIV~ ~ ·,.-t © 1988-2009 ACORD CORPORM°ION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) INS025 (200901) Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F Policy 660-B229292A-25 COMMERCIAL GENERAL UABllllY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECT1ON II-WHO IS AN INSURED: Arly person or organization that you agree in a •wrttten contract requiring Insurance" to lndude as an additfonal tnsured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", •property damage• or "personal injury"; and b, If, and only to the extent that, the Injury or damage Is caused by acts or omissions of you or your subcontractor In Iha performance of 'your worl<" to which the "Written contract requiring insurance" applies. The person or organization does not qualify as an additional Insured with respect to the independent acts or omissions of such person or organization. The Insurance provided to such addltlonal Insured is limited as follows: i.. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance•, the In- surance provided to the additional insured shall be llmlled to the limits of Uabillty required by that •wntten contract requiring insurance•. This endorsement shall not Increase the limits of insurance described In Section 1H -Limits Of Insurance. d. This Insurance does not apply to the render- ing of or failure to render any "professional services· or construction management errors or omissions. e. This insurance does not apply to "bodily In- jury" or "property damage" caused by "your work" and included In the "producta- completed operations hazard• unless the "written contract requiring insurance• specifi- cally requires you to provide such coverage for that additional insured, and then the insur~ ance provided to the additional Insured ap- plies onty to such "bodily injury" or "property damage• that occurs before the end rA the pe- riod d time for which the -W..itten contract re- quiring insurance• requires you to provide such coverage or the end of the poUcy period, whichever Is ear1Ier. 2. The following Is added to Paragraph 4.a. of SEC- TION rv -COMMERCIAL GENERAL LIABILITY CONOfflONS: The Insurance provided ID the additional insured Is excess over any valid and collectible •other In- surance•, whether primary, excess, contingent or on any other basis, that Is available to the addi- tional insured for a loss we cover. However, If you specifically agree In the "written contract requiring Insurance· that this Insurance provided to the ad- ditional insured under this Coverage Part must eppty oo a primary basis or a primary and non- contributo,y basis, this insurance is primary to "other Insurance• available to the additional in- sured which covers that per&on or organization as a named insured for such loss, and we wiU not share with that 11other insurance~. But this Insur- ance provided to the addltlonal Insured stiff Is ex- cess cr.,er any valid and coNectible •other Insur- ance", whether primary, excess, contingent or on any other basis, that is avaRable to the additional Insured when that person or organization Is an additional insured under any "other Insurance". 3. The foUowing is added to SECTION lV -COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Addltfanal lnaured As a condition of coverage provided ID the addi- tional insured: a. The additional Insured must give us written notice as soon as practicable d an •occur- rence" or an offense which may result in a claim. Tc the extent possible, such notice should include: CG D41404 08 0 2008 Ttw TravelBl'I Comp■nlea, Inc. Page 1 of 2 Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit• and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement wider which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 @2008 The Travelers Companies, Inc. CG D41404 08 Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F Polley BA-B2228804-25 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE Tl'lis endorsement modifies insurance provided under the follD'Nlng: BUSINESS AUTO COVERAGE FORM PROVISIONS 1, The following iS added to Paragraph A. 1.c., Who Is An Insured, of SECTION II -COVERED AUTOS UABILITY COVERAGE: This inclUdes any person or organization who you are required under a written contract or agreement between you and that person or organlZation, that is signed by you before the "bodily Injury" or "property damage'' occurs and that is in effect during the policy period, to name as an additional Insured for Covered Autos Llabilllty coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liat>Mity for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV -BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other Insurance under which an additional Insured person or organization Is the first named insured when the written contract or agreement between you and that person or organization, that ts signed by you before the ftbodily injury" or "property damage" occurs and that is in effect durilg the policy period, requires thiS insurance to be primary and non-contributory. CA T4 740218 Cl 2016 The Tl'lvelers Jndemnly Company. All rjghta re1e,ved, Page 1 of 1 lncludea c:opynghled material of lneurence Services Otllae, Inc. wlh Ila permlaiDn. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F Policy BA-B2228804-25 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ' BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any Injury, damage or medlcal expenses described In any of the provisions of this endorsement may be excluded or limlted by another endorsement ID the Coverage Part, and these coverage broadening provisions do nm apply to the extent that coverage is excluded or limited by such an endorsement. The following listing ls a general cover- age description only. Limitations and excluSions may apply to these coverages. Read all the provisions of this en- dorsement and the resl of your po/icy carefully to determine rights, duties, and what Is and Is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHVSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An lnsurad, of SECTION I -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that iS not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- tll the 1801h day after you aoqUlre or form the or- ganization or the end of the policy period, which• ever is ear1ier. B. BLANKET ADDITIONAL INSURED The followtng is added to Paragraph c. In A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any pel'lon or organization who is required under a written contract or agreement between you and that person or organization, that Is signed and executed by you before the •bodily Injury• or "property damage" occurs and that is in effect during the policy period, to be named as an addl- tional insured is an 'insured" for Covered Autos Ltablllty Coverage, but only for damages to which USE -INCREASED LIMIT I. PHWICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this Insurance applles and only to the extent that pelSOn or organization qualifies as an "Insured" under the Who Is An Insured provision contained In Section II. C. EMPLOYEE HIRED AUTO 1. The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An •employee" of you1S Is an "insured" while operating an •auto• hired or rented under a contrad or agreement In an •employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. In B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered •autos" you 0M1: (1) Any covered •auto• you lease, hire, rent or borrow: and (2) Any covered •auto" hired or rented by your •employee" under a contract in an "employee"s" name, with your CA T3 63 021& 0'2015 The Travelers Indemnity company. A~~• raserved. i:tage 1 or 4 Include& copyrl;hted material rl l111Urance Services Ofllce, Inc, with Ila permlaalon. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL AUTO penniSsion, while performing duties related to the conduct of your busi- ness. However, any "auto• that is leased, hired, rented or borrowed with a driver Is not a covered •auto". D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who 19 An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any "employee• of yours Is an "insured" while u1r Ing a covered "auto• you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 tor cost of bail bonds Qn- cludlng bonds for related traffic law viola- tions) required because of an •accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by tile "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS The following replaces Subparagraph (6) In Para- graph B.7., Polley Period, coverage TerritOry, of SECTION IV -BUSINESS AUTO CONDI-- TIONS: (5) Anywhere in the woJtd, ex0ept any country or jurisdiction while any trade sanction, em- bargo, or similar regulation Imposed by the United States of America applies to and pro- hibits the transaction Df business With or within such country or jurisdiction, for Cov- ered Autos Uablllty Coverage for any covered •auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that Is not an •auto" you lease, hire, rent or borrow from any of your "employees", partners (If you are a partnership), members (If you are a limited llabllffy company) or members of their households. (a) With respect to any claim made or ·suit" brought outside the United States of America, the tenitortes and possessions of the United States of America, Puerto Rico and Canada: (i) You must an-ange ta defend the "in- sured" against, and Investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ae> tlons. (Ii) Neither you nor any other involved "fnsured• will make any settlement without our consent. (ill) We may, at our discretion, participate in defending the "Insured" against, or In the settlement of, any claim or "suir. (lvJ We will reimburse the "insured• for sums that the •insured" legally must pay as damages because of "bodily injury' or •property damage• to which this Insurance applies, that the "In- sured" pays with our consent, but only up to the limit described In Para- graph c., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "Insured• against any such •suit", but only up to and Included within the llmit desaibed in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE, and not In addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of Insurance In payments for damages, settlements or defense expenses. (bt This insurance Is excess over any valid and collectlble other Insurance available to the •insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulSOfY Insurance in any country outside the United states, Its ter- ritories and possessions, Puerto Rico and Canada. Page2 of 4 0 2015 The Travelers Indemnity Campany. Al rlghtl reeerved. lncludNoopyrlghled material CJFlnsurance Servlcea Offioa, Inc. wlh 1111 perrnleelon. CA T3530215 Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F You agree to maintain all required or compulsory insurance in any such coun-- try up to the minimum llmtts required by local law. Your failure to comply with compulsory insurance requirements wlll not Invalidate the coverage afforded by this policy, but we Will only be liable to the same extent we would have been liable had you complied with the compulsory In- surance requirements. (dJ It is understood that we are not an admit- ted or authorized insurer outside the United S1ates of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to Insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deductl- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No dedudible for a covered "auto• will apply to glass damage if the glass Is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Us• Expensn, of SEC- TION 111-PHYSICAL DAMAGE COVERAGE: However, the most M will pay tor any expenses for loss of use is $85 per day, to a maximum of $750 for any one •a~ent•. I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expen■es, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a ccv- ered •auto• of the private passenger type. J. PERSONAL PROPERTY The followtng Is added to Paragraph A.4., Cover- aga Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property we will pay up to $400 fOr "loss• t0 wearing ap- parel and other personal property wnich Is: (1J OWned by an "Insured•; and COMMERCIAL AUTO (2) In or on your covered "auto•. This coverage applies only in the event of a total theft of your covered •auto•. No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered •auto• you own that In- flate due to a cause other than a cause of "1oss" set forth in Paragraphs A. t.b. and A.1.c., but only: a. If that •auto" iS a covered •auto" tor compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not Intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The ta110v.;ng \s adde<I to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident· or •1oss" ap- plies only when the "accident" or "loss• Is known to: (a) You (If you are an indivldua~; (b) A partner (if you are a partnership); (c) A member Of you are a limited liability com- pany); (d) An executive officer, director or insurance manager (If yoo are a corporatlon or other or- ganization); or (e) Ally "employee• authorized a, you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transtar or Rights Of Recovery Against others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident• or •toss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 530215 ID 2015 Th• Tnlvelara Indemnity company. All righla ,_rvad. Page3of4 lncludaa co,PYrlghtact material of lrannct Sffitoas Offlca, Inc. wlh It.a parmlaatOn. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION N -BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shalt not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 @2015 The Travelers Indemnity Company. All rights reserved. CA T353 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F Policy 660-B229292A-25 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies Insurance provided under the foRowlng: COMMERCIAL GENERAL LIABILITY COVERAGE PART GE~RAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any ln)liy, damage or medlca\ expenses described in any of the provisions of Dis endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening pro\liSlons do not apply to the e>Clent that coverage Is e>ecluded or limited by such an endorsement. The followlng listing Is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non,OWned Watercraft -75 Feel Long Or Less 8. Who Is An Insured -Unnamed Subsidiaries C. Who Is An Insured -Retired Partners, Members, OireOlors And Employees D. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury TO Co-Employees, Co- Volunteer Workers And Retired Partners, Members, Directors And Employees E. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies F. Blanket AdditJonal Insured -Controlling Interest G. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. NON..OWNED WATERCRAFT -75 FEET LONG OR-LESS t. The following replaces Paragraph (2) of E>eclusion g., Airetaft, Auto Or Watercraft, In Paragraph z. of SECTION I - COVERAGES -COVERAGE A -BOD11.. Y INJURY AND PROPERTY DAMAGE UABILITY: fZ) A watercraft you do not own that Is: (aJ 75 feel long or less; and (b) Not being used to carry any person or property tor a charQe: 2. The followtng replaces Paragraph 2.e. of SECTION 11-WHO IS AN INSURED: a. Any person or organization that, with your mcpress or Implied consent, elher H. Blanket Addlllonal Insured -Govemmental Entitles -Permits, Or Authorizations Relating To PremiSes I. Blanket Additional Insured -Govemmental Entities -Permits Or Authorizations Relating To Operations J. Incidental Medical Malpractice K. Medical Payments -Increased Umlt L Amendment Of E>ccess Insurance Condition - ProfeSsional Uablllty M. Blanket Waiver Of Subrogation -When Required By Written Contract Or Agreement N. Contractual Llabillty -Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (21 Not being used to carry any person or property for a charge; B. WHO IS AN INSURED -UNNAMED SUBSIDIARIES The followlng Is added to SECTION 11 -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or pint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% In, such subsidiary on the first day ct the policy period; and CG D3 790219 o 2017 The TnMlers Indemnity company. All ngtrts MeMuf. Page 1 of6 Includes copyl\Jlted m11enI1 of Insurance servioe. Office, Inc. wllh 11s pennfe&lon. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary iS an insured for "bodily lnjUry" or •property damage• that occurred, or "personal and advertising in;.iry-caused by an offense commlted: a. Before yau maintained an ownership Interest of more than 50% In such subsidiary; or b. After the date, if any, during the policy period that yau no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II-Who Is An Insured, each such subsidiary will be deemed to be designated In the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limiled Dability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED -RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following Is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: My person who is your retired partner, member, director or •employee" that is performing services for you under your direct supervision, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no such retired partner, member, director or "employee" Is an insured for: (1) "Bodily injury": la) To you, to your current partners or members (if you are a partnership or Joint venture), to your current members (If you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that cu1Tent partner, member or director as a consequence of Paragraph (t)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the lnj.iry described in Paragraph (1Ma) or (b) above; or (d) Arlslng0 out of his or her providing or failing to provide professional health care seNlces. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1Ka), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or falling to provide first aid or •Good Samaritan services• by any of your retired partners, members, directors or •employees", other than a doctor. Any such retired partners, membem, directors or •employees" providing er failing to provide firSt aid or "Good Samaritan seNices• during their WOik hours for you will be deemed to be acting within the scope of their employment by you or perfonning duties related to the conduct of your business. (2) •personal ln).lry": (a) To you, to your current or retired partners or membeis (If you are a partnership or joint venture), to your current or retired membeis (If you are a limfted liability company), to your other current or retired directors or Nemployees" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perfonning duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that current or retired panner, member, dkector, •employee" or "volunteer workBf" as a consequence of Paragraph (Z}(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of lhe lnpry described in Paragraph (2)(aJ or (b) above; or (d) Arising out of his or her providing or falling to pro\llde professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, In the care, custody or control of1 or over which physical control is being exercised for any purpose by; yau, any of yaur retired partners, members or directors, yaur current or retired "employees" or •vorunteer workers", any current partner or member (If you are a partnership or joint venture), or any current member (If you are a limited Debility company) or current director. Page 2 ote 0 2017 111a Tnwelers lndemnly CO!l1)8ny. All rights IHeived, CG D379 0219 lncllldes oopyllghled nallertal of lnaurance services otllDt, Inc. with Is permllllon. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F D. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODJL Y INJURY TO CO-EMPLOYEES, CO-VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION 11-WHO IS AN INSURED: Paragraphs (1)(a}, (b) and (c} above do not apply to "bodily injury" to a current or retired co- "employee" while in the course of the co- "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily inj.Jry" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II -WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does no1 apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section fl -Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition opera1ions performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury'' caused by an offense that is committed, CG 03 79 0219 . © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of6 Includes copyrighted materlal of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury'' caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of'· the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations perfoimed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products.completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4 of6 @ 2017 The Travelers Indemnity Company. All rights reseNed. CG D3 79 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or •Good Samaritan services". u, any of your "employees• or •votunteer workers", other than an eff'4)1oyed or volunteer doelor. Any such •eff'4)1oyeas• or •wtunteer workers" providing or failing to pro\<ide first aid or ''Good Samaritan services-during their work. hours for you will be deemed to be acting within the scope of their employment by you or perfOfflllng duties related to the conduct of your business. 3, The following replaces the last sentence of Paragraph S. of SECTION 111-LIMITS OF INSURANCE: Far the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commitled in providing or failing to provide ''Incidental medical services", first aid or •Good Samaritan services" to any one person WIii be deemed to be one •cccurrence". 4. The foUOWlng exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: 8818 Of Pharmaceuticals •Bodily in)Jry" or •property damage" arising out of the violation of a penal statute or ordinance relating to the sale of phannaceuticals commited by, or with the knowledge or consent of the insured. 5. The followlng Is added to the DEFINmoNS Section; "Incidental medical seNk:es" means: a. Medical, surgical, dental, laboratory, » ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical suppl/es or appliances. 6, The following Is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This Insurance Is excess owr any vaUd and collectible other Insurance, whether primary, e>CCess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your •emptoyees" for •bodlly Injury" that arises out of providing or failing to provide •1nc1dental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. K. MEDICAL PAYMENTS, -INCREASED LIMIT The following replaces Paragraph 7. of SECTION 111-LIMITS OF INSURANCE: 7. Subject to Paragraph I. above, the Medical Expense Llml is the most we wil pay under Cowrage C for all medical expenses because of •bodily lnj.Jryw sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declaratlona of this Coverage Part for Medical Expense Limit. L AMENDMENT OF EXCESS INSURANCE CONDITION -PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION fV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This lnsunmce is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that Is Professional Llablllty or similar coverage, to the extent the loss is not subject to the professional services exclusion cf Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 1 .. Transfer Of Rights Of Recovery Against others To ua, of SEC.TfON IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed In a written contract or agreemen1 to waive that Insured'& right of recovery against any person or organization, we waiw our right of recovery against such persoo er organization, tu only for payments we make because of: a. "Bodily injury'' or •property damage-that occurs; er b. "Personal and advertising injlry'" caused by an offense that Is egmmltted; subsequent to the signing of that contract or agreement. CG D3 780219 0 2017 Toe Travaltr. lndemnly Company, All rtght9 rnerved. Page 5 of8 lnokldea co~r-,hted rnat.rllll of lnNance Seivlcn omc., lne. wltt Ill permileion. Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of6 © 2017 The Travelers Indemnity Company. All righhi reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG D3 79 0219 Docusign Envelope ID: 9172A185-B206-4E19-ACBE-0F8F1625185F TRAVELER~ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 78 ( A) - POLICY NUMBER: UB-B236&180 -26 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyane liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. The addttlonal premium for this endorsement shall be % of ttie California wo11<ers1 compensation p,e- ml um. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Schedule Job Description This endorsement changes the policy ta which It Is attached and Is effective on the date Issued unless otherwise stated. (The Information below Is required only when this endorsement Is luued subsequent to praparatlon of th■ policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: Policy No. Endorsement No. Premium Countersigned by __________ _ ST ASSIGN: Page 1 of 1