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Bear Electrical Solutions Inc; 2019-03-12; PWM19-720TRAN
PWM 19-720TRAN CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT EL CAMINO REAL AT PLAZA DRIVE TRAFFIC SIGNAL KNOCKDOWN RATIFICATION This RATIFICATlo/t. OF AGREEMENT is entered into as of the /cQ +1J_, day of ':-1]1 L1 /LC 1 , 2019, but effective as of the 24th day of January 2019, by and between the City of Carlsbad, California, a municipal corporation, (hereinafter called "City"), and Bear Electrical Solutions, Inc., a California corporation whose principal place of business is 1341 Archer St, Alviso, CA 95002-0924 (hereinafter called "Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor's proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Tam Tran (City Project Manager) WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the Contract. Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. El Camino Real at Plaza Dr. Signal Knockdown Page 1 of9 City Attorney Approved 9/27/16 PWM 19-720TRAN FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contrac subcontractor from participating in contract bidding. Signature: Print Name: REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers' Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have 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. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than ........ $1,000,000 Subject to the same limit for each person on account of one accident in an amount not less than ....... $1,000,000 Property damage insurance in an amount of not less than ........ $1,000,000 Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non- scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall be given to the City prior to such cancellation. The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. El Camino Real at Plaza Dr. Signal Knockdown Page 2 of 9 City Attorney Approved 9/27/16 PWM 19-720TRAN INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys' fees for litigation, arbitration, or other dispute resolution method. JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. Start Work: Contractor agreed to start work on January 24, 2019. Completion: Contractor agrees to complete work within three hundred sixty-five (365) working days after commencing work. CONTRACTOR'S INFORMATION. /II /II Ill Ill Ill Ill Ill Bear Electrical Solutions, Inc. (name of Contractor) 982079 (Contractor's license number) A C-10 C-31 3/31/2019 (license class. and exp. date) 1000002158 (DIR registration number) 6/30/2019 (DIR registration exp. date) El Camino Real at Plaza Dr. Signal Knockdown Page 3of9 1341 Archer St (street address) Alviso, CA 95002-0924 (city/state/zip) 408-449-5147 (telephone no.) N/A (fax no.) robert@bea r-electrical. com (e-mail address) City Attorney Approved 9/27 /16 PWM19-720TRAN 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. CONTRACTOR, BEAR ELECTRICAL SOLUTIONS, INC., a California corporation ~ 'iJBell-f tfsul\lc ION/ v P a (print name/title)/ By: ~ a42L (gnhere) t/rlP!l0v 13frbee. (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Paz as a If required by City, proper notarial acknowledgment of execution by Contractor must be attached. ~ corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _ __::~=-) :::::...-.,,~__.,....L..':"--'¥_' /'----- Deputy City Atto~ El Camino Real at Plaza Dr. Signal Knockdown Page 4 of 9 City Attorney Approved 9/27/16 PWM 19-720TRAN EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each sub-contractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each sub-contractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Portion of Project to Business Name and Address DIR Registration License No., %of be Subcontracted No. Classification & Total Exoiration Date Contract I tJ ~ I Total% Subcontracted: _ __,p,.._ ___ _ The Contractor must perform no less than fifty percent (50%) of the work with its own forces El Camino Real at Plaza Dr. Signal Knockdown Page 5 of9 City Attorney Approved 9/27/16 PWM19-720TRAN EXHIBIT B El Camino Real at Plaza Drive Traffic Signal Knockdown Contractor established traffic control. Removed existing arm. Replace 60' Signal mast arm that has been damaged. Removed and salvaged wire and equipment. Reinstall traffic signal gear and wiring onto new mast arm. Reinstall traffic signal gear and wiring onto new mast arm. Lead time on arm is 28-32 weeks. Labor and Materials bond is included in price. JOB QUOTATION ITEM UNIT QTY DESCRIPTION PRICE NO. 1 LS 1 Traffic signal repair at El Camino Real and Plaza Drive $27,181.70 TOTAL* $27,181.70 *Includes taxes, fees, expenses and all other costs. El Camino Real at Plaza Dr. Signal Knockdown Page 6 of 9 City Attorney Approved 9/27/16 BES. BEAR ElECTRICRl SOlUTIONS 1]5:ZO Kirkham CL, Ste. 4, Poway, CA 92064 Tel: 6/9-348-7739 PVVM 19-720TRAN Exhibit "B" Contractors License No. 982079 A -General Engineering C-10 High Voltage Electrical C-31 -Work Zone Traffic Control LBE# CMD121616779/ SBE# 1752478 PROPOSAL{Revised with Bond) DATE: 2/20/2019 FROM: Jason Hayes PHONE: 916-955-2977 FAX: BID/PROJECT: El Camino Real/ Plaza TS Knockdown TO: COMPANY: PHONE: EMAIL: Tam Tran City of Carlsbad 760-602-2736 Tam.Tran@carlsbadca.gov Yellow light at the NEC is dangling 1/24/19@ 1:40pm Called in by PD JOB Our quote is valid for : 30 Thirty days, expiring on: 3/22/2019 Locotion:EI Camino Real/ Plaza Work completed on initial response: Called possibly hit signal. On arrival found PD onsite. Verified a large truck/Crane Hit mast arm approx. 5 ft from knuckle on bottom side Verified MAS for NB LT broken in half. Signal fell and hit a vehicle. Set up lane closure, Removed damaged head from Mast Arm. Taped up wires and cleaned up site. Installed new MAS with all new clear LEDS. for NB LT. Also closed door on yellow at OH NB SH. Inspected MAST arm. Verified damage to load baring arm. Verified cracked Welds on Arm. Took photos and Sent to Tam. Notified Tam of findings and advised City to Swap MAST ARM. Was told by Tam Tran that he will send STC to triple verify my claim of swapping Arm. Met with Kevin from STC. He used Bucket to inspect pole and welds. 1/25/19 Work to do: Establish traffic control. Remove existing arm. Replace 60' Signal mast arm that has been damaged. Remove and salvage wire and equipment. Reinstall traffic signal gear and wiring onto new mast arm. Lead time on arm is 28-32 weeks. Labor $ 8,200.00 Material $ 11,500.00 Equipment $ 6,690.00 Bond $ 791. 70 Total S 27.181.70 TERMS & CONDITIONS This proposal is an estimate, if unexpected problems arise, we will notify you before we proceed and a change order for the extra work will be provided. Additionally, the price listed above does not include any bond or permit fees. This offer shall expire 30 days from the date hereof and may be withdrawn by us at any time prior thereto with or without notice. This offer supersedes any prior offers, commitment or orders, contains all terms, conditions and warranties and when accepted, constitutes the entire contract between the parties. The resulting contract shall not be modified except by formal written amendment. This offer shall be accepted by delivery to us or a copy of this offer duly signed by you in the space provided. BES would like to thank you for the opportunity to provide you with this proposal. Please give us a call with any questions or concerns. APPROVED SIGNATURE PRINTED NAME and DATE page 1 of 1 EXHIBIT C LABOR AND MATERIALS BOND PWM19-720TRAN Bond No. 0755686 Premium: $242.00 WHEREAS, the City Council of the City of Carlsbad, State of California, has awarded to Bear Electrical Solutions, Inc., a California corporation (hereinafter designated as the "Principal"), a Contract for: El Camino Real at Plaza Drive Traffic Signal Knockdown Ratification in the City of Carlsbad, in strict conformity with the drawings and specifications, and other Contract Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of its subcontractors shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, WE, BEAR ELECTRICAL SOLUTIONS, INC., a California corporation, as Principal, (hereinafter designated as the "Contractor"), and International Fidelity Insurance Company as Surety, are held firmly bound unto the City of Carlsbad in the sum of twenty seven thousand one hundred eighty one dollars and seventy cents ($27,181.70) said sum being an amount equal to: One hundred percent (100%) of the total amount payable under the terms of the Contract by the City of Carlsbad, and for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, consistent with California Civil Code section 9100, or for amounts due under the Unemployment Insurance Code with respect to the work or labor performed under this Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and subcontractors pursuant to section 13020 of the Unemployment Insurance Code with respect to the work and labor, that the Surety will pay for the same, and, also, in case suit is brought upon the bond, reasonable attorney's fees, to be fixed by the court consistent with California Civil Code section 9554. This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so as to give a right of action to those persons or their assigns in any suit brought upon the bond. Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed hereunder or the specifications accompanying the same shall affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alterations or addition to the terms of the contract or to the work or to the specifications. El Camino Real at Plaza Dr. Signal Knockdown Page 7 of 8 City Attorney Approved 9/27/16 PWM 19-720TRAN In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not exonerate the Surety from its obligations under this bond. Executed by CONTRACTOR this ______ day of ---------~20 __ CONTRACTOR: Bear Electrical Solutions, Inc. ~ (a~me cl ~oatmtoc) By:~.,.........,, (sign here) l(ga:r trfutJc1otJ (print name here) (print name here) (title and organization of signatory) Executed by SURETY th is __ 2_5_th ___ day of ___ Fe_b_r_u_a_ry _____ ~ 20~. SURETY: International Fidelity Insurance Company (name of Surety) 2999 Oak Road, Suite 820, Walnut Creek, CA 94597 (address of Surety) (925) 256-8760 Patrick R. Diebel, Attorney-in-Fact (printed name of Attorney-in-Fact) (attach corporate resolution showing current power of attorney) (Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVEDASTOFORM: CELIA A. BREWER City Attorney , ) ~ . . By: l iy Deputy City Attorney El Camino Real at Plaza Dr. Signal Knockdown Page 8 of 8 City Attorney Approved 9/27/16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Santa Clara on February 26, 2019 before me, Sandra Hernandez, Notary Public Date Here Insert Name and Title of the Officer personally appeared __ R_o_b_e_rt_A_s_u_n_c_io_n~·~A_n_d_re_w_B_a_d_e_r _________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ___________________________ _ Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity0es} Claimed by Signer(s} Signer's Name: ___________ _ Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Partner -□ Limited □ General □ Individual D Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □Other: _____________ _ □ Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIPORNIA ALL-PURPOSE ACKNOWL■DGMENT CIVIL CODE§ 1189 ~ 1 Cntx!M"ZCF 8'QIIM W A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Contra Costa On February 25, 2019 before me, Yvonne Roncagliolo, Notary Public--------- Date Here Insert Name and Title of the Officer personally appeared Patrick R. Diebe1------------------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person{&} whose name($) is/are- subscribed to the within instrument and acknowledged to me that he/&Ae/~ executed the same in hislflefltheir authorized capacity~). and that by hisf.heF/their signature(s) on the instrument the person(&}, or the entity upon behalf of which the person(sracted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Patrick B Diebel □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited D General □ Individual 00 Attorney in Fact □ Trustee □ Guardian or Conservator C Other: ______________ _ Signer Is Representing: _________ _ ~I0(,1!~~~~0QC~UOl:.10lil<IU101iX~~;l(;Xo~•;xxxx.~~~r<.9~:W'10liMi!O!ilillUU!lileli1UliliU'lllllillliillllllllllllllllJftlllll'iilll~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 POWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUAL TY COMPANY Bond # 0755686 --------- One Newark Center, 20th Floor, Newark, New Jersey 07102-5207 PHONE: (973) 624-7200 KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY, a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUAL TY COMPANY a corporation organized and existing under the laws of the State of New Jersey, having their principal office in the City of Newark, New Jersey, do hereby constitute and appoint VALERIE GARCIA, ALICIA DASS, KELLY HOLTEMANN, NANCY L. HAMILTON, ROGER C. DICKINSON, THOMAS E. HUGHES, CHARLES R. SHOEMAKER, STANLEY D. LOAR, MARK M. MUNEKAWA, NERISSA S. BARTOLOME, JOAN DELUCA. SARA RIDGE, PATRICK R. DIESEL, YVONNE RONCAGLIOLO San Francisco, CA their true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise, and the execution of such instrument(s) in pursuance of these presents, shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUAL TY COMPANY, as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorney is executed, and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUAL TY COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July, 2010 and by the Board of Directors of ALLEGHENY CASUAL TY COMPANY at a meeting duly held on the 10th day of July, 2015 "RESOLVED, that (1) the Chief Executive Officer, President, Executive Vice President, Vice President, or Secretary of the Corporation shall have the power to appoint, and to revoke the appointments of, Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney, and to execute on behalf of the Corporation and affix the Corporation's seal thereto, bonds, undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and (2) any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians, agents for acceptance of process, and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation; and (3) the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond, undertaking, recognizance, contract of indemnity or other written obligation in the nature thereof or related thereto, such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation, to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUAL TY COMPANY have each executed and attested these presents on this 31st day of December, 2018 STATE OF NEW JERSEY County of Essex Kenneth Chapman Executive Vice President, International Fidelity Insurance Company and Allegheny Casualty Company On this 31st day of December, 2018 . before me came the individual who executed the preceding instrument, to me personally known, and, being by me duly sworn, said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and of ALLEGHENY CASUAL TY COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies; that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies. ,,,,,, ..... ,,,,,,,, ,,,,, ;:{HY C '•,,,. ,,• of>: ........ ~(/~•,, ! .. •.,,ssio+··.. \ = :"o♦ (':'~··. i : :c, NOTARY ;;: ; ; :► ••• m: E i ...... PUBLIC tn.: = -·" • • ,>.. .. ._ ".).• . ~ ~ \, -fi•-°:'-fs-20"~.•iOJ .:,:, ,,,,,. o; ·N~ ~ ,, .. • ,,,,, ,,,,, ,,,.,,. ... ,,, IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, at the City of Newark, New Jersey the day and year first above written. CERTIFICATION Cathy Cruz a Notary Public of New Jersey My Commission Expires April 16, 2019 I, the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUAL TY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit, and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home of said companies, and that the same are correct transcripts thereof, and of the whole of the said originals, and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand on this day, February 25, 2019 A00467 Irene Martins, Assistant Secretary ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 1/28/2019 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(les) 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 endorsemenL A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Woodruff-Sawyer & Co. f.~~NJ=n ~~,. 415-391-2141 I r~ Nol: 415-989-9923 50 California Street, Floor 12 E-MAIL San Francisco CA 94111 ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# INSURERA: UNDERWRITERS AT LLOYDS LONDON 15792 INSURED BEARELE-01 INSURER e : West American Insurance Comoanv 44393 Bear Bectrical Solutions, Inc. INSURER c : Navigators Soecialtv Insurance Company 36056 1341 Archer Street Alviso CA 95002 INSURERP: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 1394397354 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUeR ,:~~ ,:~~~ LTR ,,.,.,,. wun POLICY NUMBER LMTS A X COMMERCIAL GENERAL LIABILITY y CAS000032901 4/1/2018 4/1/2019 EACH OCCURRENCE S 1,000,000 .,.__ □ CLAIMS-MADE 0 OCCUR PREMiseJC;.,~=~ncel $100,000 .,.__ MED EXP (Any one person) $5,000 .,.__ PERSONAL & MJV INJURY $1,000,000 GEN'l AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl POLICY 0 ~rBr □ LOC PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIA81UTY BAW57113287 4/1/2018 4/1/2019 ~~M~~~flNGLE LIMIT $1.000,000 X AN'fAUTO BOPIL Y INJURY (Per parson) $ .,.__ OWNED -SCHEDULED AUTDSONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED r~~:~1;,'f,8AMAGE $ AUTOS ONLY -AUTOS ONLY $ C UMBREUA L1AB M OCCUR LA 18EXC9007851C 4/1/2018 4/1/2019 EACH OCCURRENCE $5,000,000 .,.__ X EXCESSLIAB CLAIMS-MADE AGGREGATE $5,000,000 DEC I I RETENTION$ $ WORKERS COMPENSATION I ~:TIJTE I I OTH- AND EMPLOYl!RS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ NIA E.L. EACH ACCIDENT s OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE· EA EMPLOYEE $ grs5c~rn1~ ~'J,~PERATIONS below · E.L DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If man, apace Is required) RE: Traffic Signal Maintenance & Repair Services. The City of Carlsbad, a~ents and employees, and volunteers are additional insured, wherein coverage is Primary and Non-Contributory. Policies contain a 30 day notice of cancellation and a 10 day notice of cancellation for non-payment of premium. CERTIFICATE HOLDER City of Carlsbad/CMWD C/0 Exigis Insurance Compliance Services P.O. Box 4668-ECM #35050 New York NY 10163 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ✓ POLICY NUMBER: CAS000032901 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) , Or Oraanizatlon(s) Location And Description Of Completed Operations Any person or organization that is an owner of real All locations except locations where "your work" is property or personal prope·rty for whom you work or was related to a job or project involving single- or have worked, or a contractor on whose behalf family dwellings, multi-family dwellings (other than you work or have worked, but only if coverage as rental) an additional insured extending to "bodily injury" or "property damage" included in the "products- completed operations hazard" is required by a written contract or written agreement that is an "insured contract" and provided that the "bodily injury" or "property damage" first occurs subsequent to the execution of the contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: CAS000032901 COMMERCIAL GENERAL LIABILITY CG20 33 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such 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 advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. A person's or organization's 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: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: · a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. CG 20 33 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 2. "Bodily injury" or "property damage" occurring after: a. 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 b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111-Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of2 © Insurance Services Office, Inc., 2012 CG 20 33 0413 POLICY NUMBER: CAS000032901 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. (1) The additional insured is a Named Insured under such other Insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 ~ I DATE (MM/DD/YYYY) ACORD® CERTIFICATE OF LIABILITY INSURANCE ~ 1/28/2019 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: · 1f the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Woodruff-Sawyer & Co. rn~N.t ..... ,. 415-391-2141 I r~ Nol: 415-989-9923 50 California Street, Floor 12 E-MAIL San Francisco CA 94111 AODRESS: INSURER[S)AFFORDING COVERAGE NAIC# INSURERA: Hartford Underwriters Insurance Comoanv 30104 INSURED BEARELE-01 INSURER B: Hartford Fire Insurance Company 19682 Bear Electrical Solutions, Inc. INSURER c : Hartford Casualtv Insurance ComDanv 29424 1341 Archer Street Alviso CA 95002 INSURER 0: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 627339721 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~~ TYPE OF INSURANCE ADDL SuBR POUCYEFF POLICY EXP LIMITS 1,.,.,n W\11'1 POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY y 57UEAFN9382 2/1/2019 2/1/2020 EACH OCCURRENCE S 1,000,000 -:=J CU>.IMS-MADE 0 OCCUR .,,.,..,.,..cc I U _nocr" ""' -PREMISES /Ea oecurrancel S 100,000 MED EXP (Any one oersonl $10,000 -PERSONAL & ADV INJURY $1,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ POLICY 0 ~fc§?j: OLoc PRODUCTS -COMP/OP AGG $2,000,000 OTHER: s B AUTOMOBILE LIABILITY 57UEAFN9268 2/1/2019 2/1/2020 f~r.:.~~~flNGLE LIMIT S 1,000,000 -X ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS X HIRED X NON-OWNED ;p~?~~J.."'nt~AMAGE $ AUTOS ONLY AUTOS ONLY $ C X UMBRELLA UAa MOCCUR 57RHAFN9350 2/1/2019 2/1/2020 EACH OCCURRENCE $5,000,000 -EXCESSLIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION I ~tUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETORIPARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandlllary In NH) E.L. DISEASE -EA EMPLOYEE $ glrc~~~ ~~~PERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Acldfflonal Remarks Schedule, may be attached If mcn space Is required) RE: Traffic Signal Maintenance & Repair Services. The City of Carlsbad, agents and employees, and volunteers are additional insured, wherein coverage is Primary and Non-Contributory. Policies contain a 30 day notice of cancellation and a 10 day notice of cancellation for non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C/0 Exigis Insurance Compliance Services P.O. Box 4668 -ECM Al!lliORIZED REPRESENTATIVE #35050 ,~ ~ New York NY 10163 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD b Policy #57UEAFN9382 primarily to provide mobility to permanently attached equipment of the following types: · (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory 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 responsibility law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; Page 20 of21 e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. {c) When that part of the work done at a job site has been put to Its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury'' or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- HG 00 010916 j completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, Including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of •bodily injury'', "property damage" or "personal and advertising injury'' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker'' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. HG 00 01 0916 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. ''Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 21 of21 Policy# 57UEAFN9382 with respect to duties as such. That representative will have all your rights and duties under this Coverage Part e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Fonned Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, 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 until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury'' to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 12 of21 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional Insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organizatlon(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury'' or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you; {c) Any physical or chemical change in the product made intentionally by the vendor; {d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; {e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally HG 00 01 0916 undertakes to make in the usual course of business, in connection with the distribution or sale of the products; {f) Demonstration, Installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or · substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organizatlon(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional Insureds the following additional exclusions apply: HG 00 01 0916 This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily Injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even If the claims against any insured allege negligence or other wrongdoing In the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily Injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or Page 13 of 21 "----------------------------------- --- l - (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional Insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". However: (1) The insurance afforded to such additional . insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional Insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, Inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others Page 14 of21 by that insured, if the "occurrence" which caused the "bodily injury'' or "property damage", or the offense which caused the "personal and advertising injury'', involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described In Section Ill -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION 111-LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; <:>r c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury'' or "property damage" included in the "products- completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and HG 00 01 0916 I I .. I ,., ,- '----~ Policy No. 57UEAFN9382 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer'' or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its tenns have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with pennission of the owner; Page 16 of 21 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with pennlssion of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. HG00010916