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HomeMy Public PortalAboutC-16-033 - Dudek Amendment No. 2, On-Call Environmental ServicesAMENDMENT NO.2 TO AGREEMENT FOR CONTRACT SERVICES U THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 2") by and between the CITY OF CARSON, a California municipal corporation ("City") and DUDEK, a California corporation ("Consultant"), is effective as of the 18th day of October 2020. C) RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated October 18, 2016 ("Agreement") whereby Consultant agreed to provide on-call environmental consulting services for a three-year term and a contract sum not -to -exceed $750,000 for all three years, $250,000 annually, with City options to extend the term for up to two additional one-year periods. B. Effective October I, 2019, City and Consultant entered into Amendment No. I to the Agreement to: (1) exercise the City's first one-year option to extend the Term of the Agreement so that the Term continues until October 18, 2020; (2) increase the Contract Sum by $250,000, for a not -to -exceed amount of $1,000,000; and (3) clarify that Section III of Exhibit "C," "Schedule of Compensation," is not applicable to the Agreement because the 10 % retention requirement is not applicable to on-call services. C. The high volume of development projects in the City necessitates the continued use of Consultant's on-call environmental consulting services to ensure development projects comply with CEQA requirements. D. Over the first four years of the term of the Agreement, the annual not -to -exceed $250,000 component of the Contract Sum was generally a fair estimate of the annual compensation to be paid to Consultant. However, due to the fluctuations in the cost to the City in any given year, the restrictions of the annual not -to -exceed $250,000 amount create difficulties in administering the Agreement. Additionally, the City desires to exercise its second one-year option to extend the Term of the Agreement, and anticipates the potential that the City's demand for Consultant's on- call environmental consulting services during the second one-year extension period could cause the compensation for said period to exceed $250,000. These considerations necessitate an increase of $350,000 to the Contract Sum in connection with the exercise of the City's second option to extend the Term. E. Accordingly, City and Consultant now desire to amend the Agreement a second time, to: (1) exercise the City's second one-year option to extend the Term of the Agreement so that the Agreement expires on October 18, 2021; (2) increase the Contract Sum by $350,000, for a total not -to -exceed amount of $1,350,000, to enable the City to continue to use Consultant's on- call environmental consulting services until October 18, 2021; and (3) eliminate the annual not - to -exceed amount of $250,000. City and Consultant also hereby desire to ratify and reaffirm the continuous and uninterrupted term of the Agreement commencing from October 18, 2016, and continuing through the effective date of this Amendment No. 2. 01007 0005/667686 3 11101IMMA I . Recitals. The foregoing recitals are true and correct, and are incorporated herein by reference. 2. Contract Changes. The Agreement is amended as provided herein, with new text identified in bold italics and deleted text in Wig#: A. Section 2.1, "Contract Sum," is hereby amended as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed O►re Million Three Hundred Fifty Thousand Dollars ($1,350,000) One -Milken Dabar-s ($1,000,000) for the entire Term, and shall net eneeed Twe (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." B. Section 3.4, "Term," is hereby amended as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) fems (4) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The Gity shall have !he men „ C. Section VI of Exhibit C, "Schedule of Compensation," is hereby amended as follows: "The total compensation for the Services shall not exceed $250,000 7 . r..3 will e _ na $1350 000 S i GGG 00( a=r>>�> � in total, as provided in Section 2.1 of this Agreement." 3. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement. 4. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party t2. 01007 00051667666 3 represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 6. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -3- 01007 00051667686 3 %TIr 1ESS Ute, d3c ImEar- Im=r kne cl=MM ffis Anxmdu2= 2 cm If= Vis) md yczF(s) sa - vki* � iM= tut dds .An=M1m= 2 AdU Ic- r as off'Oinber I S. D- / c S U Datttia Gabes a City C� APPROVED AS TO FORAM: ALESHIRE & UNNDER, LLP t Sunny K. Solbeni, City Anotney tBRJj CPn" OF CAlRS+DL -mal It_k, htzi vr 70-M CONSULTANT: DUDEK, a C 'fornix �atiotr By: Natneer«epKjc. Title:. C�ai K Date: 2-3,2020 By-. hajt Natne: Christine Macre Title: CFO Date: 0 ',Itt ;� .2020 Address: 605 Third Street Encinitas, CA 92024 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -4- 0=70DUS 676863 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verities only the identity ol'the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity ofthat document. STATE OF CALIFORNIA COUNTY OF SAO 'D (& a DAN�ic ACi�, On de-lout33 2020 before me, _AJ#IgAry_pdJ:u1 , personally appeared G1Vu*7/W AebA proved tome on the basis of salisl'actory evidence to be the person(s) whose namcs(s),Ware subscribed to the within instrument and acknowledged to me that >61s6e/lhey executed the same in bi-*r/their authorized capacity(ies), and that by /X-r/their signature(s) on the instrument the person(s), or the entity upon behall' of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ol'the Stale of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: DANIEL KIL Notary Public - California San Diego County imCommission/2187922 .mzc Omm. Expires Mar 29, 2021 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment ol'this form. CAPACITY CLAIMED BY SIGNER Q INDIVIDUAI. 01007.00051667666 3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA'Z'E OF DOCUMENT SIGNER(S) OTI IER VE CORPORATE OFFICER) emlortwnl_ f CFO •rrrLE(S) ❑ PARTNER(S) ❑ LIMTTED ❑ GENERAL ❑ A'l-I'ORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENI ITY(IES)) 01007.00051667666 3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA'Z'E OF DOCUMENT SIGNER(S) OTI IER VE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity ol'the individual who signed the f document to which this certificate is attached, and not the truthfulness, accuracy or validity ol'that document. STATE Of' CALIFORNIA COUNTY OF LOS ANGELES On _ 2020 before me, , personally appeared _.. , proved to me on the basis ol'satisfiactory evidence to be the person(s) whose names(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 behall' of which the person(s) acted, executed the instrument. I ccrtily under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL `though the data below is not required by la%v, it may prove valuable to persons relying on the document and could prevent Fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER 0 l 00 000516676863 DESCRIPTION OFATTACHED DOCUMENT SIGN TITLE OR TYPE OI' DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER'ri-IAN NAMED '1'I'I'LL-'(S) ❑ PARTNLR(S) ❑ LIMITED ❑ GENERAL ❑ AT-rORNEY-IN-I'ACT ❑ TRUSTEF(S) ❑ GUARDIAN+'CONSERVATOR ❑ OTIIER SIGNER IS REPRESENTING: (NAME OI' PERSON(S) OR ENTITY(IES)) 0 l 00 000516676863 DESCRIPTION OFATTACHED DOCUMENT SIGN TITLE OR TYPE OI' DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER'ri-IAN NAMED ACORO® CERTIFICATE OF LIABILITY INSURANCE 8/28/2021 OATE'MMlOwYYYY) 1 8/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(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 Lockton Companies 444 W, 47th Street, Suite 900 Kansas City MO 64112-1906 (816)960-9000 CONTC NAME: PHONE FAX A!C No)-. E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIL M INSURER A: Zurich American Insurance Company 16535 Y INSURED DUDEK 1475107 605 TUIRD STREET INSURERS: continental Casualty Company 20443 INSURER C: American Guarantee and Liab. Ins. Co. 26247 INSURER 0: ENCINITAS CA 92024 INSURER E : INSURER F : COVFRAGFS CERTIFICATE NUMBER: 167SARAI REVISION NUMBER: XXXX}CXX 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 LTR TYPE OF INSURANCE ADPL' S 8R POLICY NUMBER POLICY EFF MMlDOfYYYY POLICY _IP MM1DDlYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [i] OCCUR Y Y GLOO146311 8/28/2020 8/28/2021EACH OCCURRENCE 5 1.000,000 Eaoccurrence 5 100 000 PREMISES (Ea -o= me MED EXP (Any one person) S I O Z PERSONAL & ADV INJURY S 1000 000 GENERAL AGGREGATE S 2000000 GENLAGGREGATE LIMIT APPLIES PER: POLICY a JECT ' X] LOC PRODUCTS-COMPIOP AGG I $ 2,000,000 5 OTHER A AUTOMOBILE LIABILITY Y Y BAP0146329 8/28/2020 8/28/2021 Ea emdenl IN L LIMIT S 1.000.000 BODILY INJURY (Per person) S XXXXxXX X ANY AUTO BODILY INJURY (Per accident) 5 XXXX}�xx AUTOS SCHEDULED AUTOS ONLY AUTOS HIRED NOWOWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ XXXXXXX Par accitlent s XXXXXXX C X UMBRELLA uaa X OCCUR N Y AUC0146407 8/28/2020 8/28/2021 EACH OCCURRENCE E 1,000,000 AGGREGATE 5 1,00o.000 EXCESS LUAB CLAIMS -MADE DEO RETENTIONS S }CXXXXXX A WORKERS COMPENSATION AND EMPLOYERS• LIABILrrr ANY PROPRIETOR/PARTNERIEXECUTIVE Y f N OFFICERlMEMBER EJcGLUDEp� ❑N (Mandatory in NH) N f A Y WC0146330 > > 81_81_0_0 81_81_0_ l X STATUTE ERH E.L. EACH ACCIDENT $ 1000 000 E.L. DISEASE - EA EMPLOYEE $ 1.000.000 E.L. DISEASE -POLICY LIM]T $ 1,000,000 If pn. describe under DESCRIPTION OF OPERATIONS below B PROFESSIONAL N N EFIIII1912115 INCL POLL 8/28/2020 8/28/2021 PER CLAIM $1,000,000 LIABILITY AGGREGATE $2,000,000 INCLUDES POLLUTION DESCRIPTION OF OPERATIONS f LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It mon space Is requinedl TME CITY OF CARSON, ITS ELECTED AND APPOINTED OFFICERS. EMPLOYEES, AND AGENTS ARE ADDITIONAL INSURED ON GENERAL AND AUTO LIABILITY COVERAGE, ON A PRIMARY, NON-CONTRIBUTORY BASIS, IF REQUIRED BY WRITTEN CONTRACT WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON WORK COMP, GENERAL, AUTO, AND UMBRELLA LIABILITY COVERAGE, IF REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BYLAW COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY CFRTIFICATF F1r11 nFR CANCFLLATICIN See Attachments 16756861 86 CITY CARSON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 701 EAST CA RSO CARSON STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CARSON CA ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTA ACORD 25 (2015103) ©19BOL201S ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Attachment Code: D574649 Certificate ID: 16756861 Additional Insured —Automatic — Owners, Lessees Or ZURICH® Contractors Policy No, Eff Date of Pol. Exp Date of Pal Eff. Date of End Producer No, MO. Prem Return Prem. GLOO146311 8/28/2020 8/28/2021 8/28/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Per attached certificate This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. 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 or "your work" as included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. 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 written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to 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 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. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV —Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and Attachment Code: D574649 Certificate ID: 16756861 b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence', offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; 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. All other terms and conditions of this policy remain unchanged. U -GL -1175-F CW (04113) Attachment Code: D574648 Certificate ID: 16756$61 Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Prem Return Prem. GLOO146311 8/28/2020 8/28/2021 8/28/2020 NIA $ NIA /VIA CITY OF CARSON 701 EAST CARSON STREET CARSON CA 90745 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -925-B CW (12/00 Attachment Code: D574651 Certificate ID: 16756861 Coverage Extension Endorsement ZURICH Policy No. Eff. Date of Pol, Exp. Dale of Pol. EntlDale of Producer No AddT Prem Return Prem BAP0146329 8/28/2020 8/28/2021 8/28/2020 NIA NIA NIA CITY OF CARSON 701 EAST CARSON STREET CARSON CA 90745 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the, Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage: The following are also "insureds": a. My "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.i.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition In the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment— Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the'Insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section 11 — Covered Autos Liability Coverage: Attachment Code: D57465I Certificate ID: 16756861 This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage --- Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following'. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a, We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b, Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value, c_ The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following- (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value, (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, Attachment Code: D574651 Certificate ID: 16756861 watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph BA.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". K. Airbag Coverage The Exclusion in Paragraph 8.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form Is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage — Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: My "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss'; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. 0. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: Attachment Code: D574651 Certificate ID: 16756861 a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the Insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form am replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: 'Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II —Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III — Physical Damage Coverage Is replaced by the following: 4. Coverage Extensions a. Transportation Expenses Attachment Code: D574651 Certificate ID: 16756861 We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto' must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-F CW (04114) Attachment Code: D574650 Certificate ID: 16756861 Policy Number, WC0146330 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 SEci. 4-841 WAIVER. OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule, The additional premium for this endorsement shall be 0 % of the California workers' compensation pre, mium otherwise due on such remuneration. Person or Organization Schedule Per attached certificate Job Description ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR. wow( PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC 252 (4841 WC 04 03 06 (Ed. 4-84)