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HomeMy WebLinkAboutContracts & Agreements_96-2022AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of on -call sewer collection system maintenance support ("Agreement") is made and entered in this 7th day of June, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Houston & Harris PCS, Inc ("Contractor") City and Contractoi are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows 11 ARTICLE 1 — ENGAGEMENT OF CONTRACTOR City hereby engages Contractor to perform on -call sewer collection system maintenance support services for City (the "Services") The Services that Contractor shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by this reference. 1 2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 2 1 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabihties Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as deterrmed by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing P 0 Box 3005), Redlands, California 92373 2 2 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771 6 2 3 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractoi shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Laboi Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813 2 4 Contractoi and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection. 1 L \ca\djm\Agreements\Houston & Harrts Agreement.NPS 2.2 FY21 0121 doe jn 2 5 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 2 6 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 2 7 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U S C section 15) or under the Cartwright Act (Chapter 2 (coininencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, goods or materials pursuant to this Agreement ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Services 3 2 City designates John R Harris, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 The Services shall commence as of the Effective Date of this Agreement Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," which is attached hereto and incorporated herein by this reference 4 2 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term The Initial Term and the Extended Terms are hereby collectively, referred to herein as the "Term" of this Agreement 4 3 Contractor shall furnish a labor and material bond in the form attached hereto as Exhibit "B," which is attached hereto and incorporated herein by this reference, in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The compensation for Contractor's performance of the Services shall not exceed the amount of three hundred thousand dollars ($300,000) for the Services provided during 2 L \ca\drm\Agreements\Houston & Harris Agreement.NPS 2.2.PY21 0121 doc in the Initial Term Should this Agreement be renewed, the compensation foi Contractor's performance for the Services shall not exceed the amount of three hundred thousand dollars ($300,000) foi the first Extended Term, and three hundred thousand dollars ($300,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of nine hundred thousand dollars ($900,000) For the Initial Term and each Extended Term, City shall pay Contractoi on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "C," titled "Price and Fee Bid," which is attached hereto and incorporated herein by reference 5 2 Contractor shall submit monthly invoices to City describing the Services performed during the precedmg month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom City shall pay Contractoi no later than thirty (30) days aftei receipt and approval by City of Contractor's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (1.) on the date of delivery in person, (i) five (5) days aftei deposit in first class registered mail, with return receipt requested, (ii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile of electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fuiiy prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org (909) 798-7531 CONTRACTOR Larry Houston, Vice President Houston & Harris PCS, Inc 21831 Barton Rd Grand Terrace, CA 92313 lhouston@houston&harris coin 909-422-8990 909-422-0841 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prioi to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to 3 L \ca\djm\Agreements\Houston & Harris Agreement.NPS 2.2.PY21 0121 doc Jo City that Contractoi is self -insured o1 exempt from the workers' compensation laws of the State of California Contractoi shall execute and provide City with Exhibit "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractoi owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 6 2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and liability, including attorneys' fees, arising from injury oar death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 7 2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whethei to (i) approve a rate, rule of regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, 01 to the specifications foi such a contract, (v) grant City approval to a plan, design, report, study or similar item, 4 L \ca\djm\Agreements\Houston & Harris Agreement.NPS 2.2.FY21 0121 down (vi) adopt, or grant City approval of, policies, standards or guidelines foi City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City determines that Contractor must disclose its financial interests, Contractoi shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and othei relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 8 2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City o1 engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, and (11) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been 5 L•\ca\dim\Agreements\Houston & Harris Agreemeut.NPS 2.2.FY21 0121 doc.jn accumulated by Contractor in performing the Services Contractoi shall be compensated on a pro-rata basis for Services completed up to the date of termination 8 5 Contractoi shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services foi a period of three (3) years, or foi any longer period required by law, from the date of final payment to Contractoi pursuant to this Agreement Such books shall be available at reasonable times foi examination by City at the office of Contractor 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided foi herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractoi 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions The Parties agree that all actions of proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impau or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF ER OF By Paul T Barich, Mayoi ATTEST hne Donaldson, City Clerk HOUSTON & HARRIS PCS, INC By e? i Larry Houst. , Vice President 6 L \ca\djm\Agreements\Houston &. Harms Agreement NPS 2.2 FY21 0121 doc.jn EXHIBIT "A" SCOPE OF SERVICES • Assistance with Sanitary Sewer Overflow (SSO's) response in the event of failure beyond City s response capability or other sewei related emergency throughout the City's Sewei Collection System shown in Figure ES 1, • Assistance with collection system main line bypass or other wastewatei projects, • Assistance with sewei line maintenance cleaning and CCTV inspection activities due to resources constraints and/oi projects, CCTV reports and documentation must be provided in GraniteNet Software • How rate for equipment to include all costs associated with the equipment including fuel, mileage, related equipment, and supplies, • Linear toot rate to include all costs associated with the service including staff, equipment, fuel, mileage, related equipment, and supplies, • Provide propel supervision and appropriate traffic control at the job site during all phases of work, • All work to be performed in a safe manner, using the appropriate personal protective equipment and in accordance with the City's safety practices, OSHA, and job specific contractor requirements, • If required, prepare an Overflow Emergency Response Plan specific to the task and in accordance with the City's Overflow Emergency Response Plan, and • Contractoi must be within 30 miles from the City of Redlands Municipal Utilities & Engineering Department 35 Cajon St Suite 15A, Redlands CA 92373 • Contractoi must respond to on -call sewei collection system maintenance support services within 1 5 hours or less Figure ES.1 Sewer Collection System i Legend O Remand: Sewer Serskie area Force Main san 8crr I dinothlpwrtoin V,tw Pump Station ®RedlaMs Wastewater hea:ment Faagty Gravity Main - 8inches or less - 10 15 itches - 18 24 inches 27 48 inches �.. :Illjitau.tJ�l 7 L \ca\djm\Agreements\Houston & Harms Agreement NPS 2.2 f Y21 0121 doc jn EXHIBIT "B" LABOR AND MATERIAL BOND Bond Number 4451219 Premium $2,475 00 Premium is for contract term and is subject to adjustment based on final contract price Whereas, the City of Redlands, State of California, and Houston & Harris PCS, Inc (hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to provide on -call sewer collection system maintenance support (the "Work"), which said agreement, dated June 7, 2022, and titled as "Agreement to Perform Non -Professional Services for Improvement to Public Builds and Grounds" is hereby referred to and made a part hereof, and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to file a good and sufficient Laboi and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of Three Hundred Thousand Dollars ($300,000) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same m an amount not exceeding the amount heremabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition In witness whereof, this instrument has been duly executed by the Principal and surety above named, on June 7, 2022 (SEAL) (SEAL) Houston & Harris PCS. Inc. (Contra (Signature) Markel Insurance/Company (SuBYie) lWadi GUACIt \ (Signatii're) Laurie B Druck, Attorney -in -Fact Address 4521 Highwoods Pkwy Glen Allen, VA 23060 (Seal and Notarial Acknowledgment of Telephone( 360) 768-3931 Surety) 8 L \ca\djm\Agreements\Houston & Harms Agreement.NPS-2.2.FY2 1-0 121 doc.jn EXHIBIT "C" PRICE AND FEE BID Item No Description On -Call Sewer Collection System Maintenance Support Unit Cost pet Unit (A) Total Quantity (B) Total Extended Price (A x B) 1 Combination Vehicle Mon -Fri 7 00 am - 5 00 pm pet hoot $484 84 80 $38,787 20 2 Combination Vehicle After Hours Mon -Fri 5 00 pm — 7 00 am and Weekends pet houi $597 59 80 $40,807 20 3 Combination Vehicle City Holidays pet bout $597 59 80 $47,807 20 4 Staff (1) Mon Fri 7 00 am -5 00 pm pet hoot $100 00 160 $16,000 00 5 Staft (1) Mon -Fri 5 00 pm-7 00 am and Weekends per hour $200 00 160 $32,000 00 6 Staff (1) City Holidays pei hoot $200 00 160 $32,000 00 7 Sewei Main Line Cleaning (including all staff, equipment, and other associated costs) pet lineal foot $5 66 10600 $59,996 00 8 Sewei Main Line CCTV Inspection (including all staff equipment and other associated costs) pet linear foot $5 36 10600 $56,816 60 9 Line Jetting (including all staff equipment and other associated costs) pet 'meat foot $5 66 10600 $59,996 00 TOTAL SUM BID (Items 1 through 9) $391,209 60 9 L \ca\dpn Agreements\Houston & Hams Agreement NPS 2.2 FY2I 0121 docjn EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employee, except the State, shall secure the payment of compensation in one o1 more of the following ways (a) By being insured against liability to pay compensation by one of more insurers duly authorized to write compensation insurance in this State (b) By securing from the Directoi of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon fiunfshing proof satisfactory to the Directoi of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Laboi Code which requnes every employei to be insured against liability foi Workers' Compensation o1 to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the woik and activities required of permitted undei this Agreement (Laboi Code § 1861) I \, LI affirm that at all times, in performing the woik and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, of a certification of workers' compensation insurance I certify undei penalty of perjury undei the laws of the State of California that the information and representations made in this certificate are true and correct HOUSTON & HARRIS PCS, INC By Larry Houston, Vice President 10 L \ca\drm\Agreements\Houston & Hams Agreement NPS 2 2 FY21 0121 docjn Date May 19, 2022 CITY OF REDLANDS BUSINESS TAX CERTIFICATE "For Services Provided In the City of Redlands California Only" Business Name HOUSTON & HARRIS PCS INC 2022 TO BE POSTED IN A CONSPICUOUS PLACE AND NOT TRANSFERABLE OR ASSIGNABLE Business Location Job Site Business Type Contractor General Redlands, Ca 92373 Business Owner(s) PAMELA HOUSTON Description GEN ENGINEERING CONTRACTOR HOUSTON & HARRIS PCS INC Certificate Number 08114902 21831 BARTON RD Effective Date July 01, 2021 GRAND TERRACE, CA 92313 Expiration Date June 30, 2022 THIS BUSINESS TAX CERTIFICATE DOES NOT PERMIT A BUSINESS THAT IS OTHERWISE PROHIBITED. HOUSTON & HARRIS PCS INC For all inquiries regarding this license, contact HdL Business Tax Support Center at (909) 479 2111 Thank you for your payment on your City of Redlands Business Tax Certificate ALL CERTIFICATES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST If you have questions concerning your business tax certificate, contact the Business Tax Support Center via email at Redlands@hdlgov com or by telephone at (909) 479 2111 Keep this portion for your tax certificate separate in case you need a replacement for any lost, stolen, or destroyed tax certificate A fee may be charged for a replacement or duplicate tax certificate This certificate does not entitle the holder to conduct business before complying with at requirements of Redlands Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law If you have a fixed place of business within the city limits of City of Redlands please display the Business Tax certificate above in a conspicuous place at the premises Otherwise, every Business Tax Certificate holder not having a fixed place of business in the City shall keep the Business Tax Certificate upon his or her person, or affixed in plain view upon any cart, vehicle van or other movable structure or device at all times If required by the Collector Starting January 1, 2021, Assembly Bit 1607 requires the prevention of gender -based discrimination of business establishments A full notice is available in English or other languages by going to https.//www dca ca gov/publications/ BUSINESS SUPPORT CENTER 8839 N CEDAR AVE #212 Cj .CI FRESNO, CA 93720 1832 0 HD10723A ALL FOR AADC 923 7000003811 00 0013 0029 3811/1 IlIInyIIIlnulrullhIIIIIIIIpJIIuIipIlII�IIIIiIIIIlIUiIIJUI HOUSTON & HARRIS PCS INC 21831 BARTON RD GRAND TERRACE CA 92313 4404 City of Redlands BUSINESS TAX CERTIFICATE Certificate Number. 08114902 Date of Issue 07/01/2021 HOUS&HA 01 MAXU r 4C )RIY CERTIFICATE OF LIABILITY INSURANCE D/YYYY) DAT/18/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER License # 0C36861 Inland Empire Alliant Insurance Services, Inc 685E Carnegie Dr Ste 265 San Bernardino, CA 92408 CONTACT Stacy Guillen NAME. (A/CC No Ext)• (909) 886 9861 1 (p/c No) (909) 886 2013 E-MAIL ADDRESS. SGuillen@alliant com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A. Scottsdale Insurance Company 41297 INSURED Houston & Harris P C S Inc 21831 Barton Road Grand Terrace, CA 92313 INSURER a:Nationwide Mutual Insurance Company 23787 INSURER C Cypress Insurance Company 10855 INSURER D . INSURER E . INSURER F . COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE 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 LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF LMM/DD/YYYYL POLICY EXP (MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X VRS0005296 6/24/2021 6/24/2022 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER. X LIMIT APPLIES Tar PER PRODUCTS COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO OWNED X SCHEDULED X X ACP3076645740 6/24/2021 6/24/2022 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE VES0003420 6/24/2021 6/24/2022 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 $ DED X RETENTION $ 0 C WORKERS COMPENSATIONPER AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A X HOWC218967 9/1/2021 9/1/2022 X STATUTE EH ER E.L. EACH ACCIDENT 1,000,000 $ EL DISEASE EA EMPLOYEE $ 1,000,000 E.L. DISEASE POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101 Additional Remarks Schedule may be attached if more space is required) Re All Operations The City of Redlands is additional insureds, primary and non contributory, waiver of subrogation as respects to general liability per endorsements attached, additional insureds, waiver of subrogation as respects to auto liability per endorsements attached, waiver of subrogation as respects to workers' compensation per endorsement attached CERTIFICATE HOLDER CANCELLATION The Cityof Redlands 35 Cajon Street, Suite 15A Redlands, CA 92373 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988 2015 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed 01 19) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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 ) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium with a minimum initial charge of $350 then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule Schedule Blanket Waiver Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver Job Description All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated (The information below is required only when this endorsement is issued subsequent to preparation of the policy ) Endorsement Effective 09/01/2021 Policy No HOWC218967 Endorsement No Insured Houston & Harris PCS, Inc Premium $ Insurance Company Cypress Insurance Company Countersigned by WC 99 04 10 C (Ed 01 19) Policy Number VRS0005296 Effectiv e Date 06/24/2021 Expiration Date 06/24/2022 VIRTUE RISK PARTNERS VIRTUE PACK COMMON POLICY CONDITIONS This endorsement modifies insurance ptovicled undet VIRTUE PACK SERVICE BUSINESS PACKAGE POLICY Notwithstanding anything contained to the contrary in this VIRTUE PACK Sem ice Business Package Policy, it is hereby agreed that all co\ erages bound and scheduled in the VIRTUE PACK Service Business Package Policy Declarations or the Contractors Pollution Liability Supplemental Declarations are subject to the following terms and conditions In the event of a conflict between the provisions of these Common Policy Conditions and any Coverage Part, the provisions ot these Common Policy Conditions shall control A LIMITS OF LIABILITY AND DEDUCTIBLE — ALL COVERAGE PARTS 1 With the exception of any defense costs paid undet the Commercial General Liability Coverage Part, the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations under Item 11I Limits of Liability, is the most we will pay tot the sum of CLAIMS, CLAIMS EXPENSES, occurrences of damages under all Coverage Parts, Optional Co\ erages, Supplemental Coverages, and Supplementary Payments under this VIRTUE PACK Service Business Package Policy 2 If any CLAII'l under any Coverage Part of this VIRTUE PACK Set-\ ice Business Package Policy applies to multiple Coverage Parts, then the General Aggregate Limit Applicable to All Co\ erage Parts Combined, shown in the Declarations shall be limited to the highest applicable 1 imit of 1 lability payable under any one of the applicable Coverage Parts, with the exception of any applicable Excess Liability Coverage B ADDITIONAL INSURED 1 It is understood and agreed that Section II WHO IS AN INSURED of the Commercial General Liability Coverage Part and Section IV DEFINITIONS, Paragraph I INSURED of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts, as applicable, are amended to include ADDI "TONAL INSUREDS, but only with respect to liability foi "bodily injury," "property damage," "personal and advertising injury" of LOSS caused, in whole or in part, by "your work", YOUR SERVICES, of PROFESSIONAL SERVICES performed foi that ADDITIONAL INSURED and included in the "products -completed operations hazard", b) Yout acts of omissions in the performance of I out ongoing operations foi that ADDITIONAL INSURED, of c) The acts of omissions of those acting on yout behalf in the performance of your ongoing operations tot that ADDITIONAL INSURED However 1 The insurance afforded to such ADDITIONAL INSURED only applies to the extent permitted by law, and 2 It coverage provided to the ADDITIONAL INSURED is required by a contract ot agreement, the insurance aftotded to such ADDITIONAL INSURED will not be broadet than that which you are iequired by the contract of agreement to piovide foi such ADDITIONAI INSURED 2 With respect to the insurance afforded to any, ADDITIONAL INSURED, the following is added to Section III LIMITS OF INSURANCE of the Commercial General Liability Coverage Part and Section V LIMITS OF LIABILITY AND DEDUCTIBLE ot the Contractors Pollution Legal Liability and Professional Liability Coverage Parts It coverage provided to the ADDITIONAL INSURED is required by a contract of agreement, the most we will pay on behalt of the ADDITIONAI INSURED is the amount of insurance a Required by the contract of agreement, or b Available undet the applicable Limits of Insurance, wlichevet is less VP E 201(2/19) Page 1 of 9 © 2019 Virtue Risk Partners, I LC It is understood and agreed that for the purposes of this Endorsement the following definition shall apply A ADDITIONAL INSURED means 1 Any person ot entity specifically endorsed onto this Policy as an ADDITIONAL INSURED If any, such ADDITIONAL INSURED shall maintain only those rights pursuant to this Policy 'is 'ire specified by endorsement, ot 2 Any person or organization the NAMED INSURED is required to name as an additional insured in a written contract ot agreement, but only with respect to "yout work," YOUR SERVICES of PROFESSIONAL SERVICES performed by ot on behalf of the NAMED INSURED for that person or organization However, such persons ot organizations are covered only with respect to "bodily injury," "property damage," "personal and advertising injury," of LOSS arising out of "your work," YOUR SERVICES or PROFESSIONAL SERVICES and are not covered for any "bodily injury," "property damage," "personal and advertising injury," or LOSS arising out of the person's of organization's own liability C EXCLUSIONS There is no coverage whatsoever under this Policy for any of the following We will also have no duty to defend the insured against any suit seeking damages to which this insurance does not apply 1 Cross Suits Any liability or obligation from any CLAIM initiated, alleged or caused to be brought about by a NAMED INSURED or INSURED against any other NAMED INSURED or INSURED This exclusion shall not apply to CLAIMS brought by any person(s) ot organization(s) whom you agree, in a written contract, to name as an ADDITIONAL INSURED, 2 Priot Knowledge, Expected or Intended Injury BODILY INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE ot POLLUTION CONDITIONS expected ot intended, should have been known by, or could have reasonably been expected by any RESPONSIBLE INSURED, to give rise to a CLAIM This exclusion shall not apply to BODILY INJURY resulting from the use of reasonable force to protect persons of property 3 Intentional Acts BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE based upon or arising from any acts of an INSURED which are based upon ot otherwise attributed to the INSURED'S intentional, willful, dishonest, fraudulent, malicious, deliberate or knowingly wrongful act, including but not limited to such behavior or non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency ot body prior to or after inception of this Policy, including but not limited to an intentional discharge, seepage, disposal, dispersal, migration, release of any substance that could cause a POLLUTION CONDITION, committed by or at the direction of a RESPONSIBLE INSURED This exclusion does not apply to a RESPONSIBLE INSURED that did not commit, participate in, or have knowledge of such an act 4 Workers' Compensation Any liability or obligation of any INSURED undet any workers compensation, disability benefits, unemployment compensation, employee benefits, pension sharing, ERISA law ot any siinilat federal, state or local law and any amendments thereto 5 Employment Practices Liability INJURY OR DAMAGE to a A person arising out of any (1) Refusal to employ that person, (2) Termination of that person's employment, ot (3) Employment -related practices, policies, acts or omissions, such 'is coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination of malicious prosecution directed at that person, of VP E 201(2/19) Page 2 of 9 © 2019 Virtue Risk Partners LLC b The spouse, child, parent, brother or sister of that person as a consequence of INJURY OR DAMAGE to that person at whom any of the employment -related practices described in paragraphs (1), (2) or (3) above is directed This exclusion applies whether the injury -causing event described in paragraphs (1), (2) or (3) above occurs before employment, during employment or after employment of that person This exclusion applies 1 Whether the insured may be liable as an employer or in any other capacity, and 2 To any obligation to share damages with of repay someone else who must pay damages because of the injury 6 Employer's Liability BODILY INJURY to 1 An EMPLOYEE of the INSURED, its parent, subsidiary or affiliate, arising out of and in the course of employment by the INSURED ot while performing duties related to the conduct of the INSURED'S business, and 2 The spouse, child, parent, brother or sister of that EMPLOYEE as a consequence of Paragraph 5 a above This exclusion applies whether the INSURED may be liable as an employer of in any other capacity and to any obligation of any INSURED to share damages with ot repay someone who must pay damages because of such BODILY INJURY This exclusion does not apply to liability assumed by the INSURED under an INSURED CONTRACT 7 Related Claims Any coverage provided under this Policy shall not apply to a CLAIM previously reported to the Company or any CLAIM or CLAIMS EXPENSES involving substantially the same general conditions or allegations that gave rise to any demand as referenced in the application, including any addendum or addenda attached thereto 8 Injunctive Relief, Fines and Penalties Any CLAIM seeking injunctive relief ot payment for fines ot penalties 9 Project Coverage Any liability ot obligation from any project for which any INSURED is an insured on a separate project -specific policy issued by any insurance company 10 Unsolicited Communications Any liability or obligation, including obligations to pay damages or defend any claim or suit by reason of the assumption of liability in an INSURED CONTRACT, from unsolicited communications or allegations of unsolicited communications made by ot on behalf of any INSURED Unsolicited communications means any form of communication, distribution, of the transmittal or publication of information of material, including, but not limited to facsimile, electronic mail, postal mail, express mail, telephone, Internet or web -based advertisement, instant message, SMS message of text message that the recipient has not specifically requested Unsolicited communications includes, but is not limited to actual or alleged violations of a The Telephone Consumer Protection Act (47 U S C 227), including any amendment of, of addition to, such statute, b The Controlling the Assault of Non -Solicited Pornography and Marketing Act (15 U S C 7701), including any amendment of, of addition to, such statue; of c Any other statue, ordinance or regulation relating to the communication, distribution of transmittal of unwanted content, information or material 11 Access of Disclosure of Confidential or Personal Information Any liability or obligation arising out of any access to or disclosure of any person's or organization's confidential of personal information, including patents, trade secrets, processing methods, customer fists, financial information, credit card information, health information or any other type of nonpublic information This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost of expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information VP E 201(2/19) Page 3 of 9 © 2019 Virtue Risk Partners, LLC 12 Fire Suppression Negligence Exclusion Any liability or obligation arising out of the NAMED INSURED'S failure to provide safeguards, monitoring of emergency fire suppression equipment, during and up to one hout after performing any operations involving any activity of operation that generates sparks, flames of heat capable of causing combustion 13 War Any liability of obligation of any INSURED caused, arising, directly of indirectly, out of a Wat, including undeclared or civil war, b Warlike action by a military force, including action in hindering of defending against an actual ot expected attack, by any government, sovereign or other authority using military personal or other agents, or c Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these 14 Radioactive Waste Any liability or obligation for radioactive, toxic or explosive properties of NUCLEAR MATERIAL This exclusion shall not apply to the INSURED'S work as it relates to remediation and/or decommissioning of non - reactive sites which may contain of have become contaminated with Low -Level Radioactive Waste as defined in the Low -Level Radioactive Waste Policy Act and which is under the regulatory authority of the Atomic Energy Act of 1954, as amended 15 NUCLEAR EXCLUSION I, Any obligation A Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY ot PROPERTY DAMAGE 1 With respect to which an INSURED undet the Policy is also an INSURED under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an INSURED under any such policy but for its termination upon exhaustion of its limit of insurance, or 2 Resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, 01 any law amendatory thereof, of (b) the INSURED is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization B Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, first aid, to expenses incurred with respect to BODILY INJURY, sickness, disease or death resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and arising out of the operation of a NUCLEAR FACILITY by any person o1 organization C Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY o1 PROPERTY DAMAGE resulting from HAZARDOUS PROPERTIES of NUCLEAR MATERIAL, if 1 The NUCLEAR MATERIAL is at, or has been discharged of dispersed from any NUCLEAR FACILITY owned by, ot operated by o1 on behalf of, an INSURED, or 2 The NUCLEAR MATERIAL is contained in SPENT FUEL of WASTE and was at any time possessed, handled, used, processed, stored, transported o1 disposed of by ot on behalf of an INSURED, 01 VP E 201(2/19) Page 4 of 9 © 2019 Virtue Risk Partners, LLC 3 The injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services, materials, parts ot equipment in connection with the planning, construction, maintenance, operation or use of any NUCLEAR FACILITY, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) apphes only to injury to or destruction of property at such NUCLEAR FACILITY, PROPERTY DAMAGE to such NUCLEAR FACILITY and any property thereat As used in this Endorsement A HAZARDOUS PROPERTIES mean radioactive, toxic ot explosive properties B NUCLEAR FACILITY means. 1 Any NUCLEAR REACTOR, 2 Any equipment or device designed of used foi (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing SPENT FUEL, or (c) handling, processing ot packaging WASTE, 3 Any equipment or device used for the processing fabricating or alloying of SPECIAL NUCLEAR MATERIAL, if at any time the total amount of such material in the custody of the INSURED at premises where such equipment or device is located consists of or contains more than 25 grams of plutonium ot uranium 233 ot any of the combination thereof, or more than 250 grams of uranium 235, or 4 Any structure, basin, excavation, premises ot place prepared or used fot the storage or disposal of WASTE including the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations C NUCLEAR MATERIAL means SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, or BY- PRODUCT MATERIAL D NUCLEAR REACTOR means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material E SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, and BY-PRODUCT MATERIAL have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof F SPENT FUEL means any fuel element of fuel component, solid or liquid, which has been used or exposed to radiation in a NUCLEAR REACTOR G WASTE means any waste material (a) containing BY-PRODUCT MATERIAL other than the tailings or waste produced by the exttactton of concentration of uranium or thorium from any ore processed primarily fot its SOURCE MATERIAL content, and (b) resulting from the operation by any person/organization of any NUCLEAR FACILITY included in the first two paragraphs of NUCLEAR FACILITY With respect to injury to of destruction of property, the word injury ot the word destruction includes all forms of radioactive contamination of property PROPERTY DAMAGE also includes all forms of radioactive contamination of property D GENERAL CONDITIONS 1 Actions Against Company No action shall he against the Company unless, as a condition precedent thereto, each INSURED has fully complied with all of the provisions of this Policy, or until the amount of the INSURED'S obligation to pay shall have been finally determined eithet by written agreement of the INSURED or by judgment against the INSURED aftet actual trial and appeal has been concluded Any person, organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover undet this Policy to the extent of the insurance afforded by this Policy No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED liability, not shall the Company be impleaded by the INSURED or his legal representative 2 Additional Premiums If, during this POLICY PERIOD, an increase in the risk or hazards covered hereunder occurs, the Company shall have the right to charge the appropriate additional premium VP E 201(2/19) Page 5 of 9 © 2019 Virtue Rtsk Partners, LLC 3 cyssigrument This Pohcy may not be assigned and shall be old if assigned of transferred without prior written consent of the Company 4 Bankruptcy of Inso1\ ency Bankruptcy of Inso1, ency of the INSURED of of the INSURED estate shall not relieve the Company of any ot its obligations hereundet 5 Cancdlation This Pohcy may be cancelled by the NAMED INSURED by surrendet thereof to the Company or any of its authorized agents ot by mailing written notification stating when thereafter the cancellation shall be effective This Policy may be cancelled by the Company fot any reason, by mailing to the NAMED INSURED at the address shown in the Policy, written notification not less than 60 days (10 days fot nonpayment of premium) thereaftet such cancellation shall be effective Proof of mailing of such notification shall be sufficient proof of notification The time of surrendet of the eftectln e date and hoot of cancellation stated in the notification shall become the end of the POLIO. PERIOD Delivery ot such written notification either by the NAMED INSURED of by the Company shall be equivalent to rnatling It the NAMED INSURED cancels, earned premium shall be computed in accordance with the customary short rate table and procedure If the Company cancels, earned premium shall be computed pio tata Premium adjustment may be eithei at the time cancellation Is effected of as soon as practicable aftet cancellation becomes effective, but payment of tendet of unearned premium is not a condition of cancellation 6 Changes Notification to any agent of knowledge possessed by any agent ot by any other person shall not effect a wary, et of a change in any part of this Policy of estop the Company from asserting any right undet the terms of this Policy, not shall the terms of this Policy be waived of changed, e\cept by endorsement issued to form a part of this Policy 7 Choice of Law The policy shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflict of law rules 8 Coverage Territory This Policy applies to CLAIMS made a In the United States of America (including its territories and possessions), Puerto Rico and Canada, b International waters ot airspace, but only if the injury of damage occurs in the course of travel of transportation between any places included in Paragraph 1 above, of c All othet patts of the \voild if the injury ot damage arises out of i Goods of products made of sold by the INSURED in the territory described in Paragraph a above, of u The acts\ hies of a person whose home is in the territory described in Paragraph a abo\ e, but is away tot a short time on yout business provided the insured's responsibility to pay damages is determined in a CLAIM on the merits, in the territory described in Paragraph a above of in a settlement we agree to 9 Declarations and Representations By acceptance ot this Policy, the NAMED INSURFD agrees that the statements contained in the Application for insurance, all supplemental materials, CLAIM information and any othet information including submitted to the Company, Including but not limited to the aforementioned, are accurate and complete at the time such information was reported All submitted information comprise the INSURED'S agreements and representations, and knowledge that this Policy is issued in reliance upon the truth of such representations and that this Policy Declarations, Provisions, and Endorsements embody all agreements existing between all INSUREDS and the Company and supersede any prior express ot implied agreements relating to this Policy The NAMED INSURED acknowledges and agrees that the Application and any other information submitted by the NAMED INSURED is incorporated into, and is part of, this Policy The NAMED INSURED also acknowledges and agrees that the representations and warranties and contained in the Apphcation of in any other information submitted by the NAMED INSURED in an effort to procure this Pohcy, are complete, true and correct and that the Company issued this Policy in specific reliance upon the representations and warranties contained in the Apphcation and in any other information submitted by the NAMED INSURED 10 Independent Counsel In the event the INSURED is entitled by law to select independent counsel to defend the INSURED at the Company's e\pense, the attorney fees and all other litigation expenses the Company must pay to that counsel ate limited to the rates the Company actually pays to counsel the Company retains in the ordinary course ot business in the defense of a similar CLAIM of in the community where the CLAIM arose of is being defended VP E 201(2/19) Page 6 ot 9 © 2019 Virtue Risk Partners 1,1 C Additionally, the Company may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency, including experience in defending CLAIMS similar to the one pending against the INSURED and to require such counsel to have errors and omissions insurance coverage As respects any such counsel, the INSURED agrees that counsel will timely respond to the Company's requests for intormation regarding the CLAIM\I Furthermore, the INSURED may at any time, by its signed consent, freely and fully waive its right to select independent counsel 11 Inspection and Audit Any of the Company's authorized representatives shall have the right and opportututy, but not the obligation, when the Company so desires, to interview persons employed by the INSURED and to inspect at any reasonable time, during the POLICY PERIOD or thereafter, the INSURED'S premises, equipment, operations, COVERED LOCATIONS and all improvements, structures, products, ways, works, machinery and appliances thereon, but neither the Company not its representatives shall assume any responsibility or duty to the INSURED or to any other party, person or entity, by reason of such right of inspection Neither. the Company's right to make inspections, nor the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf ot the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation The NAMED INSURED agrees to provide access to appropriate personnel to assist the Company's representatives during any inspection The Company shall also have the right to examine or audit any financial records of the NAMED INSURED to inspect for accuracy in reporting income or revenue as represented and warranted in the Application Premium audits may be processed as a result of such inspection, atter any policy expires or is terminated Premium adjustment calculations shall determine additional premiums due, if any, and shall not result in any mid-term downward adjustment of premium 12 Material Change in Risk The INSURED must endeavor to notify the Company, in writing, of any change in operations which materially increases the tisk ft-om that originally assumed by the Company at Policy inception Any failure b\ the INSURED to notify the Company may 3 oid all additional risk presented to the Company, if that failure to notify the Company presents additional exposure that the company has not had the opportunity to assess or receive due consideration for the Company reserves the right to rescind all coverage offered under this policy, accordingly 13 Mediation and Deductible Credit If the INSURED and the Company agree to use Mediation to resolve a coy ered CLAIM, and is completely resole ed by such Mediation, the INSURED's Deductible obligation will be reduced by 75%, subject to a maximum monetary reduction ot $35,000 For the purpose of this paragraph, Mediation means a non -binding process where a neutral panel of individuals assist the parties to reach then own settlement When this occurs, we will reimburse the NAMED INSURED as soon as practical for any qualifying deductible amount which was already paid by the NAMED INSURED prior to the Mediation 14 Minimum Earned Premium If this Policy is cancelled at the request of any NAMED INSURED, the total retained by the Company shall not be less than25 00'/% 15 Nonrenewal The Company may non -renew this Policy by mailing or delivering to the NA-MED INSURED at the address stated on the Declarations Page, or any endorsement amending the Declarations Page, written notice ot nonienewal at least sixty (60) days before the expiration date of this Policy The offer of Policy terms, conditions or premium different than those in effect prior to renewal, shall not constitute non -renewal 16 Othet Insurance Commercial General Liabiht, Coverage Onlx. a Primary insurance This insurance is primary except when b below applies b Excess Insurance (1) This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage tot `your work", (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner, VP E 201(2/19) Page 7 or 9 © 2019 Virtue Risk Pirtners I I C (c) That is insurance purchased by you to covet your liability as a tenant fot "property damage" to premises rented to you of temporarily occupied b) you with permtsston of the owner, (d) It the loss arises out ot the maintenance or use of aircraft, "auto" of watercraft to the extent not subject to Exclusion g of Co\ erage A (SECTION I), or (e) That is valid and collectible insurance available to you undet any other policy (2) When this insurance is excess, we a.i11 have no duty under Coverages A or B to defend the insured against any "suit" if any othet insurer has a duty to defend the insured against that "suit" It no othet insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers (3) When this insurance is excess ovet other insurance, we will pay only the amount of the loss, if any, that exceeds the sum of (i) The total amount that ill such othet insurance u oulcl pay tot the loss in the absence of this insurance, and (b) The total of all deductible and self -insured amounts undet all othet insurance It a loss occurs involving two of more policies, each of which states that its insurance will he excess, then out policy will contribute on a pro rata basis All Othei Coverage Parts except the Environmental Impairment Liability Coverage Part If any part of either LOSS or CLAIMS EXPENSE are covered under this Policy and any othet valid and collectible current, priot of subsequent Policy(ies) issued by any othet lnsutet, this Policy shall provide coverage tot such LOSS ot CLAIMS EXPENSE on a pro rata basis with such other polic\ according to the applicable Limits of Liability of the applicable Coverage Part and such other policy This col, erage shall apply on an excess basis over any and all Project Specific Policies This insurance shall in no way be increased ot expanded as a result of the recm ership, insolvent), or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend This also applies to the INSURED while acting as a self -insured fot any coverage The INSURED shall promptly upon the request of the Company provide the Company with copies of all policies potentially applicable against the liability to which this Policy applies The Company's obligation to male any pad ment fot TRANSPORTATION shall be on an excess and non- contributory basis over any othet primary and excess insurance available to the INSURED, whether collectible or not 17 Primary Non -Contributory: Except as otherwise specified herein, this Policy shall be considered primary to any srnulat insurance held by third parties with respect to "your wotk," YOUR SERVICES and PROFESSIONAL SERVICES performed by you under any written contractual agreement with such third party It is turthei agreed that an) other insurance which person(s) of organizations(s) as referenced above ma\ have, is excess and non-contributory to this insurance 18 Severability Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this Policy to the NAMED INSURED, this insurance applies as if each NAMED INSURED were the only NAMED INSURED and separately to each INSURED against whom a CLAIM is made 19 Sole Agent The NAMED INSURED first listed in the Declarations shall be deemed agent of, and act on behalf of, all other INSUREDS, it any, with respect to all matters involving this policy, including the payment ot return of ptcmium, payment of all deductibles, receipt and acceptance of any endorsement issued to form a part of the Policy, giving and receiving notification of cancellation or non -renewal, and the exercise the Policy of the rights provided in the Extended Reporting Period clause, if applicable The Company shall have the right to seek indemnification from any INSURED of any other person who may be legally liable for the debts of the NAMED INSURED 20 Transfet of Recovery Rights It the Company pays any amount ot incurs CLAIM EXPENSE undet this Policy, the Company shall be subrogated to the rights of recovery of each INSURED, against any person, firm or VP E 201(2/19) Page 8 of 9 © 2019 Virtue Rtsk P rtners 11 C organization All INSUREDS shall execute and delivet instruments and papers and do whatever else is necessary to secure such rights, including without limitation, assignment of the INSURED rights against any person of organization on account ot which the Comp -in) made payment ot incurred coverage expense undet this Policy The INSURED shall do nothing to wan e or prejudice such rights either prtot of subsequent to any CLAIM 21 Transfet ot the NAMED INSURED'S Rights Ind Duties The NAMED INSURED'S rights and duties under this policy may not be transferred without the Company's written consent except in the case of death of an individual NAMED INSURED It an individual NAMED INSURED dies, their rights and duties will be transferred to the NAMED INSURED'S legal representative, but only while acting within the scope of duties as the NAMED INSURED'S legil representative Until the NAMED INSURED'S legal representative is appointed, anyone having propel temporary custody of the NAMED INSURED'S property will have the NAMED INSURED'S rights and duties, but only with respect to that property 22 Waiver of Subrogation. The Company wail es any right of recovery it may hive agvnst any person(s) of organization(s) to whom the NAMED INSURED agrees, in a written contract, to provide a wan et of subrogation because of payments the Company makes fot injury of damage arising out of the YOUR SERVICES done undet a contract with that person ot organization This status exists only for the project specified in that contract Under no circumstances shall this provision act to extend the policy period, change the scope of coverage, of increase the Aggregate Limits of Insurance scheduled in the VIRTUE PACK Service Business Package Policy Declarations of in any Supplemental Declarations This paragraph shall not apply to the Environmental Impairment Liability Coverage Part 23 Claim and Loss Apportionment It a Claim made against an Insured includes both covered and uncovered allegations, of is made against an Insured and others not insured, the Insured and the Company recognize that there must be an allocation between covered and uncovered C1aim Expenses and Loss payments, if any The Insured and the Company shall use good faith efforts to agree upon a fait allocation between CON eted and uncovered Claims, Claim Expenses, and Loss taking into account the relative legal and financial exposures, 'inch the relative benefits obtained in connection with the defense and/ot settlement ot the Claim by the Insured or others a It the Insured and the Insurer are unable to agree on the amount of the allocation, then the Company shall pay only those amounts (excess of the Deductible) which the Company deems to be fart and equitable until a different amount shall be agreed upon of determined pursuant to the terms of this Policy b The Company may advance Claims Expenses and of Loss and pursuant to this paragraph prior to the final disposition of any such Claim, provided such Clatrn is covered by this Policy Any such advance shall be on the condition that (1) the appropriate Deductible has been satisfied, and (2) any amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the Declarations to the extent they are not in fact repaid, and (3) the Insured and the Company have agreed upon the portion of the Claims Expenses of Loss attributable to covered Claims against the Insureds, provided, howevet, it no agreement, the Company shall pay Costs of Defense as specified herein, and (4) in the event it is finally established that the Company has no liability under_ the Policy for such Claim, the Insured will repay the Company all Claims Expenses and/oi Loss advanced by virtue of this provision All othet policy terms and conditions shall remain the same PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY THIS ENDORSEMENT CHANGES THE POLICY ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME VP E 201(2/ l 9) Page 9 of 9 © 2019 Virtue Risk P2rtners, I LC POLICY NUMBER ACP3076645740 COMMERCIAL AUTO AC70050316 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BUSINESS AUTO PROTECTION - GOLD This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A Effect of This Endorsement B Newly Acquired or Formed Entities C Employees as Insureds— Nonowned Autos D Additional Insured by Contract, Permit or Agreement E Supplementary Payments — Bail Bonds F Supplementary Payments — Loss of Earnings G Personal Effects and Property of Others Extension H Prejudgment Interest Coverage I Fellow Employee — Officer, Managers and Supervisors J Hired Auto Physical Damage K Temporary Substitute Autos — Physical Damage Coverage L Expanded Towing Coverage M Auto Loan or Lease Coverage N Original Equipment Manufacturer Parts — Leased Private Passenger Types O Deductible Amendments P Rental Reimbursement Coverage Q Expanded Transportation Expense R Extra Expense— Stolen Autos S Physical Damage Limit of Insurance T New Vehicle Replacement Cost U Physical Damage Coverage Extension ✓ Transfer of Rights of Recovery Against Others To Us W Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X Hired Car Coverage Territory Y Emergency Lock Out Z Cancellation Condition AC70050316 Includes copyrighted material of Insurance Services Office, Inc Page 1 of 7 with its permission INSURED COPY COMMERCIAL AUTO AC 70 05 0316 A. EFFECT OF THIS ENDORSEMENT Coverage provided under this policy is modified by the provisions of this endorsement If there is any conflict between the provisions of this endorsement and the provision(s) of any state specific endorsement also attached to this poll cy, then the provision(s) of the state specific endorsement shall apply instead of the provi sions of this endorsement that are in conflict, but only to the extent of the conflict, and only to the extent necessary to bring such provisions into conformance with the state requirement(s) contained in the provision(s) of the state specific endorsement B. NEWLY ACQUIRED OR FORMED ENTITIES The Named Insured shown in the Declarations is amended to include any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority (more than 50%) interest, if there is no other similar in surance available to that organization Coverage under this provision is afforded until the 180th day after you acquire or form the organization or the end of the policy period, whichever is later C EMPLOYEES AS INSUREDS — NONOWNED AUTOS The following is added to paragraph A 1 Who Is An Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE d Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your per sonal affairs D. ADDITIONAL INSURED BY CONTRACT, PERMIT OR AGREEMENT The following is added to A 1 Who Is An In sured of SECTION II — COVERED AUTOS LIABILITY COVERAGE Any person or organization that you are re quired to name as an additional insured in a written contract or agreement that is executed or signed by you prior to a "bodily injury or "property damage" occurrence is an "insured" for Covered Auto Liability coverage How ever, with respect to covered "autos", such person or organization is an Insured only to the extent that person or organization qualifies as an "insured" under A 1 Who is an Insured of SECTION II — COVERED AUTOS LIABILITY COVERAGE Page 2 of 7 If specifically required by the written contract or agreement referenced in the paragraph above, any coverage provided by this endorsement to an additional insured shall be primary and any other valid and collectible insurance avail able to the additional insured shall be non contributory with this insurance If the written contract does not require this coverage to be primary and the additional insured's coverage to be non contributory, then this insurance will be excess over any other valid and collectible insur ance available to the additional insured E. SUPPLEMENTARY PAYMENTS — BAIL BONDS Supplementary Payments of SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows (2) Up to $2,500 for 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 F SUPPLEMENTARY PAYMENTS — LOSS OF EARNINGS Supplementary Payments of the SECTION II — COVERED AUTOS LIABILITY COVERAGE is revised as follows (4) All reasonable expenses incurred by the "in sured at our request, including actual loss of earnings up to $500 a day because of time off from work G PERSONAL EFFECTS AND PROPERTY OF OTHERS EXTENSION 1 The Care, Custody or Control Exclusion of SECTION II — COVERED AUTOS LIABILITY COVERAGE, does not apply to "property damage" to property, other than your property, up to an amount not exceed ing $250 in any one "accident" Coverage is excess over any other valid and collectible insurance 2 The following paragraph is added to A 4 Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE c We will pay up to $500 for your property that is lost or damaged as a result of a covered "loss", without applying a de ductible Coverage is excess over any other valid and collectible insurance Includes copyrighted material of Insurance Services Office, Inc AC 70 05 0316 with its permission INSURED COPY H PREJUDGMENT INTEREST COVERAGE The following paragraph is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, 2 Coverage Extensions, a Supplementary Payments (7) Prejudgment interest awarded against the "insured" on that part of the judgment we pay If we make an offer to pay the appli cable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer I FELLOW EMPLOYEE — OFFICERS, MANAGERS, AND SUPERVISORS The Fellow Employee Exclusion in SECTION II — COVERED AUTOS LIABILITY COVERAGE is replaced as follows, A "Bodily injury" to any fellow "employee' of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the con duct of your business This exclusion does not apply to an "insured" who occupies a position as an officer, manager, or supervi sor J HIRED AUTO PHYSICAL DAMAGE If covered "auto" designation symbols 1 or 8 ap ply to Liability Coverage and if at least one "au to" you own is covered by this policy for Com- prehensive, Specified Causes of Loss, or Colli sion coverages, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow without a driver, and provisions in the Business Auto Coverage Form applicable to Hired Auto Physical Damage apply up to a limit of $100,000 The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage Any Compre- hensive deductible does not apply to fire or lightning K TEMPORARY SUBSTITUTE AUTOS — PHYSICAL DAMAGE COVERAGE The following is added to paragraph C Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I COVERED AUTOS If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physi cal Damage Coverage Any "auto" you do not own while used with the permission of its owner as a temporary COMMERCIAL AUTO AC 70 05 03 16 substitute for a covered auto" you own that is out of service because of its a Breakdown, b Repair, c Servicing, d "Loss", or e Destruction The coverage that applies is the same as the coverage provided for the vehicle being replaced L EXPANDED TOWING COVERAGE 1 We will pay up to a $100 for a covered "auto you own of the private passenger type, or b $500 for a covered "auto" you own that is not of the private passenger type, for towing and labor costs incurred each time the covered "auto" is disabled Howev er, the labor must be performed at the place of disablement 2 This coverage applies only for an "auto" covered on this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverages 3 Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto" M AUTO LOAN OR LEASE COVERAGE 1 In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease, including up to a max- imum of $500 for early termination fees or penalties, for your covered "auto" less a The amount paid under SECTION III — PHYSICAL DAMAGE COVERAGE of this policy, and b Any 1) Overdue lease/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 refunded by a lessor, 4) Costs of extended warranties, Credit Life insurance, Health, Accident, or Disability insurance purchased with the lease, and AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc , Page 3 of 7 with its permission INSURED COPY COMMERCIAL AUTO AC 70 05 0316 5) Carry over balances from previous leases 2 This coverage only applies to a "loss" which is also covered under this policy for Com prehensive, Specified Causes of Loss, or Collision coverage 3 Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral N ORIGINAL EQUIPMENT MANUFACTURER PARTS — LEASED PRIVATE PASSENGER TYPES Under Paragraph C Limit of Insurance of SECTION III — PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows 4 We will use new original equipment vehicle manufacturer parts for any private passen ger type covered "auto" where required by the lease agreement which has a term of at least six months If a new original equip ment vehicle manufacturer part is not in pro duction or distribution we may use a like, kind and quality replacement part 0 DEDUCTIBLE AMENDMENTS The following are added to the Deductible provi sion of SECTION III — PHYSICAL DAMAGE COVERAGE If another policy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident", the following applies 1 If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived 2 If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible If a Comprehensive or Specified Causes of Loss Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage No deductible applies to glass if the glass is re paired, in a manner acceptable to us, rather than replaced P RENTAL REIMBURSEMENT COVERAGE 1 This coverage applies only to a covered "au to" for which Physical Damage Coverage is provided on this policy 2 We will pay for rental reimbursement ex penses incurred by you for the rental of an "auto" because of "loss" to a covered "auto" Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto " No deductibles apply to this coverage 3 We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days a The number of days reasonably required to repair or replace the covered "auto" If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you b The number of days shown in the Schedule 4 Our payment is limited to the lesser of the following amounts a Necessary and actual expenses incurred b $75 for any one day or for a maximum of 30 days 5 This coverage does not apply while there are spare or reserve "autos" available to you for your operations 6 If "loss" results from the total theft of a cov ered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement ex penses which is not already provided for un der SECTION III — PHYSICAL DAMAGE COVERAGE Coverage Extension Q EXPANDED TRANSPORTATION EXPENSE Paragraph A 4 a of SECTION III — PHYSICAL DAMAGE COVERAGE is replaced by the follow ing We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense in curred by you because of the total theft of a Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc AC 70 05 03 16 with its permission INSURED COPY covered auto of the private passenger type We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage We will pay for tem porary transportation expenses incurred during the period beginning 24 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" R EXTRA EXPENSE — STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE c We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you We will pay only for those covered "autos" for which you carry Comprehensive or Spec ified Causes of Loss Coverage S PHYSICAL DAMAGE LIMIT OF INSURANCE Under SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph C , Limit of Insurance is replaced by the following C Limit Of Insurance 1 The most we will pay for "loss" in any one "accident" is the lesser of a The actual cash value of the damaged or stolen property as of the time of the "loss", or b The cost of repairing or replacing the damaged or stolen property 2 $1500 is the most we will pay for loss in any one "accident' to all electronic equip ment that reproduces, receives or transmits audio, visual or data signals which, at the time of loss", is a Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the in stallation of such equipment b Removable from a permanently installed housing unit as described in Paragraph 2 a above or is an integral part of that equipment, or c An integral part of such equipment 3 An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss" 4 The cost of repairing or replacing may a Be based on an estimate which includes parts furnished by the original equip AC 70 05 0316 Includes copyrighted material of COMMERCIAL AUTO AC70050316 ment manufacturer or other sources in cluding non original equipment manu facturers and b If a repair or replacement results in bet ter than like kind or quality, we will not pay for the amount of the net improve ment 5 If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customs zation, and similar business related advertis ing modifications, in addition to the actual cash value of the property Auto advertising wraps, paint customization, and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition T. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION III — PHYSICAL DAMAGE COVERAGE 5 The provisions of paragraphs 1 and 3 do not apply to a covered "auto of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle " In the event of a total loss" to your new ve hicle to which this coverage applies, we will pay at your option a The verifiable new vehicle" purchase price you paid for your damaged vehi cle, not including any insurance or war- ranties purchased, b If it is available, the purchase price, as negotiated by us, of a new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufac turer or manufacturers' dealership, or c The market value of your damaged ve hicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealer- ship We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new vehicle" means an "auto" of which you are the original owner that has not been previ Insurance Services Office, Inc , Page 5 of 7 with its permission INSURED COPY COMMERCIAL AUTO AC 70 05 0316 ously titled and which you purchased less than 365 days before the date of the "loss" U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION III — PHYSICAL DAMAGE COVERAGE, A Coverage, Coverage Exten sions, b Loss of Use Expenses is replaced by the following b Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement We will pay for loss of use ex penses if caused by (1) Other than collision 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 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 $50 per day, to a maximum of $1,500 The insurance provided by this provision is excess over any other collectible insurance V 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 We waive any right of recovery we may have against any person or organization to the extent required of you by a written con tract executed prior to any "accident" be cause of payments we make for damages under this coverage form W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE SECTION IV — BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows (3) 6 NOTICE OF AND KNOWLEDGE OF OCCURRENCE Page 6 of 7 a Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condi tion relative to notification requirements applies only when the "accident" or "loss" is known to (1) You, if you are an individual, (2) A partner, if you are a partnership, (3) A member, if you are a limited liability company, or (4) An executive officer or insurance manager, if you are a corporation b Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to (1) You, if you are an individual, (2) (3) A partner, if you are a partnership, A member, if you are a limited liability company, or (4) An executive officer or insurance manager, if you are a corporation X HIRED CAR — COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory GeneralConditionss replaced by the following (5) Anywheren theworldif a covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less, and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto" subject to these provisions 1 Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto" and you are unable to enter such "auto" , or 2 Your keyless entry device battery dies and you are unable to enter such "auto" as a re sult, 3 Your key, electronic key or key entry pad has been lost or stolen and you have changed the lock to prevent an unauthorized entry, and Includes copyrighted material of Insurance Services Office, Inc AC 70 05 0316 with its permission. INSURED COPY 4 Original copies of receipts for services of a locksmith must be provided before reim bursement is payable Z. CANCELLATION CONDITION Paragraph A 2 of the COMMON POLICY CONDITION — CANCELLATION applies except as follows COMMERCIAL AUTO AC70050316 If we cancel for any reason other than non payment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the of fective date of cancellation This provision does not apply in those states that require more than 60 days prior notice of cancella tion AC 70 05 0316 Includes copyrighted material of Insurance Services Office, Inc , Page 7 of 7 with its permission INSURED COPY