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16-130 CEL Consulting, Inc., On-Call Plan Review ServicesFIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CEL CONSULTING, INC FOR ON-CALL PLAN REVIEW SERVICES This First Amendment to the Agreement between the City of Cupertino and CEL Consulting, for reference dated April 4 , 2017, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and CEL Consulting a California Corporation ("Consultant") whose address is 200 I Crow Canyon Road , Suite 100, San Ramon , California 94583 , and is made with reference to the following : RECITALS: A . On September 12 , 2016, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for "on-call " plan review services . B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW , THEREFORE, it is mutually agreed by and between and undersigned parties as follows : 1. Paragraph 3 of the Agreement is modified to read as follows: Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed SEVENTY FIVE THOUSAND dollars ($75 ,000.00) based on the rates and terms set forth in E xhibit "A ," which was attached to the original agreement. 2 . Except as expressly modified herein , all other terms and co v enants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the pa11ies hereto have caused this modification of Agreement to be executed. CEL Consulti ~,..,,,,,,-,.. By: ___ ---1'----,--+--- Title ---=-=..::..+P......:...:..,=~=-1-- Date __ _,__~~-- RECOMMENDED FOR AP PROV AL: By: l0w:74WaJw Title 'Cupertino Building Official CITY OF CUPERTINO :yuni ~p~aPk Title ,L1%'if#: 1/GJ& Date &1µ~/2 ~ APPROVED AS TO FORM: ~ ~ City Attorney ATTEST : j j , fu, ~tf City Clerk f -'-1-(7 EXPENDITURE DISTRIBUTION PO #2017 -263 Account: 100-73-714 700-702 Original Contract: $42 ,500.00 Amendment # : $3 2,500 .00 Total: $75,000.00 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CEL CONSULTING, INC FOR "ON-CALL" PLAN REVIEW SERVICES THIS AGREEMENT, is entered into this 12th day of September, 2016, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and CEL Consulting, Inc , a California Corporation whose address is 2001 Crow Canyon Road , Suite 100 , San Ramon , California 94583 , (hereinafter referred to as "Consultant") (collectively referred to as the "Parties "). RECITALS: A . City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained , experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background , certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for "on-call " plan r eview upon the terms and conditions herein. NOW , TH E REFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on September 12 , 2016, and shall terminate on June 30 , 2017 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set fo1th in Exhibit "A ," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed FORTY TWO THOUSAND FIVE HUNDRED dollars ($42 ,500.00) based on the rates and terms set forth in Exhibit "A ," which is attached hereto and incorporated herein by this reference . 4 . TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. Standard plan checks for commercial and residential project shall be completed in ten (10) business days. Due dates for plan checks for larger projects shall be determined by a pre-submittal conference with the Building Official , plan checker, project engineers and engineers . 5. STANDARD OF CARE Page I of 11 Consultant contract-CEL Consulting "on-call " Plan Review , FY 16-17 Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by vi1iue of Consultant's services. None of the benefits provided by City to its employees , including but not limited to , unemployment insurance, workers' compensation plans , vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes , FICA payments, PERS payments , or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items , if required , are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes an y and all responsibility for verifying the identity and emplo yment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss , damage, liability , costs or expenses arising from an y noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination , Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race , religious creed , color, national origin , ancestry , handicap , disability, marital status , pregnancy, sex , age, sexual orientation , or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9 . HOLD HARMLESS ~ Standard Indemnification: Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance , with respect to all services performed in connection with the Agreement, indemnify , defend , and hold harmless the City and its officers , officials , agents , employees and volunteers from and against any and all liability, claims , actions , causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to prope1ty or other liability of any nature , whether physical , emotional , consequential or otherwise, arising out, pertaining to , or related to the negligent performance of this Agreement by Consultant or Consultant 's employees, officers , officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City 's choice , expert fees and all other costs and fees of litigation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification . The provisions of this Section survive the Page 2 of JI Consultant contract -CEL Consulting "on-call " Plan Review , FY 16-17 completion of the Services or termination of this Contract. I 0. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type , amount, class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D ". Such ce1tificates , which do not limit Consultant's indemnification , shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the exp iration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail , Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance ce1tificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance , Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance . C. Failure to secure or maintain insurance. If Consultant at an y time during the term hereof should fail to secure or maintain the foregoing insurance , City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured . City, its City Council , boards and commissions , officers , employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance , required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and /or limits shall be available to the additional insured City . Furthermore , the requirements for coverage and limits shall be the minimum Page 3 of 11 Consultant contract-CEL Consulting "on -call " Plan Review , FY 16-17 coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured , whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest , and will not acquire any interest, direct or indirect , financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2 , Division 6 , Section 18700 of the California Code of Regulations . 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign , sublease , hypothecate , or transfer this Agreement, or any interest therein , directly or indirectly , by operation of law or otherwise , without prior written consent of City. Any attempt to do so without said consent shall be null and void , and any assignee , sub lessee , hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank , trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptl y furnished to City by Consultant. The sale , assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors , such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to Page 4 of 11 Consultant contract-CEL Consulting "on-call " Plan Review , FY 16-17 provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14 . PERMITS AND LICENSES Consultant, at his /her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits , certificates and licenses including, but not limited to , a City Business License , that may be required in connection with the performance of services hereunder. 15. REPORTS A. Each and every repo1t , draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or ( 4) Other City projects as City deems appropriate. C. Consultant shall , at such time and in such form as City may require , furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E . No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16 . RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary , and to allow inspection of all work, data , documents, proceedings and activities related to this Agreement. Such records, together with supporting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns Page 5 of 11 Consultant contract -CEL Consulting "on -call " Plan Review , FY 16-17 raised by City's preliminary examination or audit of records , and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls , or other breach of contract or failure to act in good faith , then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17 . NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term , condition , or provision of this Agreement. 18 . ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall compl y with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled/remanufactured toner and inkjet cartridges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal 's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 19. NOTICES All notices , demands , requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail , postage prepaid , registered or certified , addressed as hereinafter provided . All notices , demands , requests , or approvals shall be addressed as follows: TO CITY : City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Albert Salvador, Building Official TO CONSULTANT: CEL Consulting, Inc 2001 Crow Canyon Rd , Suite 100 San Ramon , CA 94583 Abigail Obligacion , Director Page 6 of 11 Consultant contract-CEL Consulting "on-call" Plan Review , FY 16-17 20. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City 's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option , at its sole discretion and without cause , of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination , Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination is for cause , City may deduct from such payment the amount of actual damage , if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination , Consultant shall immediately deliver to the City any and all copies of studies , sketches, drawings , computations, and other material or products , whether or not completed , prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the prope1ty of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances , rules , policies and regulations enacted or issued by City. 22. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws , orders , rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California . 23. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted , exhibited , displayed any signs, advertising, show bills , lithographs , posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER A waiver by City of any breach of any term , covenant, or condition contained herein shall not be deemed to be a waiver of any s ubsequent breach of the same or any other term , covenant, or condition contained herein , whether of the same or a different character. 25 . INTEGRATED CONTRACT Page 7of 11 Consultant contract -CEL Consulting "on-call " Plan Review , FY 16 -17 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27 . INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein , and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted , the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS AND TERMS The captions in this Agreement are for convenience only , are not a part of the Agreement and in no way affect , limit or amplify the terms or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF , the parties have caused the Agreement to be executed. CONSULTANT By_-=------=-::-+-+---~ Tit I e __,,,==;:=-.....---__E__---- Date ~-'-1~-'ir'~---~ APROVED AS TO FORM: tJA ~ City Attorney Page 8 o f11 CITY OF CUPERTINO A Municipal Corporation By ~~ Ti efe 1tfaW H<te· Date 0 _ ~ D Over $ J'i5:0o-C ouncil Approva l Required D Ove r $45 ,000-Departm ent Head A pprov al Required 1:8:1 Up to $45 ,0 00-De s ignated Supervisor Appro val Required RECOMMENDED FOR APPROVAL Albert Salvador, Building Official Consultant contract -CEL Consulting "on-call " Plan Revi e w, FY 16-17 Exhibits: (Check box fo r exhibits that apply to thi s contract a nd attac h) ~ Exhibit "A "-Scope of Services D Exhibit "B "-Schedule of Performance D Exhibit "C"-Compensation ~ Exhibit "D "-Insurance Requirements and Proof of Insurance D Exhibit "E"-Mandated Reporting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT PO #2017-263 100-73-714 700-702 $42,500.00 Total: $42,500.00 Page 9of11 Consultant contract -CEL Consulting "on-call " Plan Review , FY 16-17 Exhibit A Scope of Services and Compensation .L. Scope of Services: Consultant shall provide plan review services as requested by the City of Cupertino . II. Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set fo1ih below . The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit shall not exceed FORTY TWO THOUSAND , FIVE HUNDRED DOLLARS ($42 ,500 .00). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. ll.L. Rates: 1st and 2nct plan checks included in the initial plan check fee will be 65% of the agency fee Additional plan reviews , revisions , deferred item sµbmittal #3 or more , $125 per hour, 2 hour minimum IV. Invoices In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that quarter, personnel who perfmmed the services, hours worked , task(s) for which work was performed). V. Reimbursable Expenses Normal project related reimbursable expenses such as prmtmg, postage , delivery service, long distance phone calls, facsimile transmissions , mileage , and special project-related supplies. VI. Additional Services Consultant shall provide additional services outside of "on-call " plan review as requested by the Building Division only by advance written authorization from the City 's Building Official prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services , schedule, and proposed maximum compensation. 10 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A . COVERAGE: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occurrence $1 ,000,000 aggregate -all other Property Damage: $100 ,000 each occurrence $250 ,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive : (4) Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury : $500 ,000 each occurrence Property Damage: $100 ,000 each occurrence or Combined Single Limit: $500 ,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts , errors and omissions of Consultant in the amount of at least $1 ,000 ,000 . 11 CONS0-2 OP ID : EB ACOR CY CERTIFICATE OF LIABILITY INSURANCE I DA TE (M MIDDIYYYY) ~ 09/13/2016 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTI FICATE HOLDER. TH I S CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERA G E AFFORDED B Y 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 certific ate holder is an ADDITIONAL INSURED, the policy(ies) must be endors ed . If SUBROGATION IS WAIVED, s ubject to the terms and conditions of the policy, certain polic ies m ay r equire an endorsem ent. A statem ent on this certifi ca t e does not c onfer rights to th e certific ate holder In lieu of s uch endorsement(s). PROD UCER ~~~~ACT Ellen Begun Butwin Insuranc e Group wgN~o Extl : 516-466-4200 I r.ti& No l : 516-466-4213 Suite 414 60 Cutter Mill Road ~t1oA~b s: ebeg untmbutwin .com Great Neck , NY 11021-3104 Richard S. Butwin INSURER(S) AFF ORDI NG COVERAG E NAIC # I N S UR ER .~:ZURICH INS co 16535 IN SURED Consolidated Engineering Labs INSUR ER B : Travelers 41769 O a kland 23rd Ave Assoc LLC INSURER c: Atlantic Specia lty 27154 CEL Consulting Inc 534 23rd Avenue INS URER D : O a kland, CA 94606 INSUR ER E : INSURER F : COVERAGES CERTIFICATE NUMBER : REVISION NUMBER : THIS IS TO CER TIFY TH AT THE POLICI ES OF INSURANC E LI STED BEL OW HAV E BEE N ISSU ED TO TH E INS URED NAM ED ABOVE FOR TH E POLICY PER IOD INDICATED . NOTWI TH STAN DING ANY REQUIR EMEN T, TER M OR COND rTI ON OF ANY CON T RACT OR OTH ER DOCUMENT WITH RESPECT TO WHICH TH IS CERT IFI CATE MAY BE ISSU ED OR MAY PE RTA IN, THE INS URANC E AFF ORD ED BY THE POLIC IE S DESCRIBED HER EIN IS SUBJ ECT TO ALL TH E TERMS , EXCLUSIONS AN D COND ITI ONS OF SUC H POLI CIE S. LIMIT S SHOWN MAY HAV E BEE N REDU CED BY PA ID CLAIMS . INS R TYP E OF INSURA NCE l ~UUC 1,;ut>• POLICY EFF POLI CY ~XP LI MITS LTR IN SD WI D PO LI CY NUMBER IMM ID D/YYYY l IMMIDD/YYYYl A x COM ME RC IAL GENER AL LIAB ILITY EACH OCCURRENCE $ 1,000,000 t-D CLAIMS-MADE 0 OCCUR lJAMAGt I 0 t<C N I cu x x GL00381005 07 /01/2016 07 /01 /2017 PREMISES (Ea occurrenc e! $ 500,000 t- MED EXP (Any one person) $ 10 ,000 f-- PERSONAL & ADV INJURY $ 1,000,000 f-- GEN'L AGGR EGATE LIMI T APPLIE S PER GENERALAG GREGATE $ 2,000,000 R 0PRO -DLOC PRODU CTS -COMPIOP AGG $ 2,00 0,000 POLICY JECT OTHER $ AUTO MOBI LE LIAB ILITY fE~~~~\~~~1j>IN GL E LIM IT $ 1,000,000 A x ANY AU TO x x BAP0381006 07/01 /2016 07 /01 /2017 BODILY INJURY (Per person) $ -ALL OWNED -SCHEDU LED BODI LY INJURY (Per accide nt) $ -AUTOS >----AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AU TOS I Per accident! ->---- $ x UM BREL LA LI AB MOCCUR EACH OCCURRENCE $ 5,000,000 B EXC ESS LI AB CLAIMS-MADE ZUP91 M34980-15 07 /01 /2016 07 /01 /2017 AGGREGATE $ 5,000,000 DED I x I RETE NTION$ 10,000 $ WORK ER S CO MPEN SA TI ON x I ~f~TUTE I I r¥lH -AND EMPL OY ERS' LIABILITY A Y /N x ~C0 3 81004 07 /01 /2016 07/01 /2017 1,000,000 Af'fl PR OPRI ETOR/PARTN ER/EXECUTIVE D E.L EACH ACC IDENT $ OFFICER/MEMBER EXCLUDED ? NI A (Ma nd atory In NH) E.L DISEASE -EA EMPLO YEE $ 1,000,000 If yes. describe under E.L DISEAS E -PO LI CY LI MI T $ 1,000 ,000 DESCRIPTIO N OF OPFRAT IONS below c Profes s ion al Li ab DPL-5563-16 07 /01/2016 07 /01 1201 7 Limit 2,000,000 $100 , 000 Ded Aggreg at e 4 ,000,000 DE SC RIPT ION OF OPE RA TIONS I LOCA TIO NS I VEHICLE S (AC ORD 10 1, Additi onal Remarks Sc hedule, may be att ache d If more sp ace Is requi red) Ci ty o f Cu pertino Plan Review Serv i ces. CELC No . 55-1 001 6 City o f .Cuper tino, i ts City Counc il , b o ads and c o nunissions , o ffi c ers , e mp l oye e s and volunteer s are addi t i o nal insureds, on a pri ma r y n o n con t ributo r y bas is. The r e is a Waiv er o f Subro gation on the indicated policies CERTIFICATE HOLDER CANCELLATION CITYCUP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS . Community Development & Public AUTHORIZED REPR ESENTATIVE Works 4b= 10300 Torre Avenue 1Cupertino CA 95014 © 1988-2014 ACORD CORPORATION . All ri g hts rese rve d . ACORD 25 (2014 /01) Th e ACORD name and logo a r e regis t e r ed m a rks of ACORD General Liability Supplen1ental Coverage Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End . GL00381005 07/01/2016 01 irfff2or1--07 /01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the : Commercial General Liability Coverage Part The following changes apply to this Coverage Part. However , endorsements attached to this Coverage Part will supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement. A. Broadened Named Insured 1. The fol lowi ng is added to Section II -Who Is An Insured : Any organization of yours, other than a partnership or joint venture , which is not shown in the Declarations , and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However , such organization will not qualify as a Named Insured under this provision if it: a. Is newly acquired or formed during the policy period ; b. Is also an insu red under another po licy , othe r than a policy written to apply specifically in excess of this Coverage Part ; or c. Would be an insured under another pol icy but for its termination or the exhaust ion of its limits of insurance . Each such organization remains qualified as a Named Insured only while you maintain an ownership i nterest of more than 50% in the organization during the policy period 2. The last paragraph of Section II -Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision . B. Newly Acquired or Formed Organizations as Named Insureds 1. Paragraph 3. of Section II -Who Is An Insured is re placed by the following 3 . Any organ ization you newly acquire or form during the policy period , other than a partnership or joint venture, and over which you maintain an ownership interest of more than 50% of such organization , will qualify as a Named Insured if there is no other similar insurance available to that organization . However : a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period , whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organ ization . An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization . Includes copy righted material of Insurance Services Office, Inc ., with its permission . U-GL-1345-B CW (04113) Page 1 of 12 2. The last paragraph of Section II -Who Is An Insu red does not apply to this provision to the extent that such paragraph would conflict with this provision. C. Insured Status -Employees Paragraph 2.a.(1) of Sec tion II -Who Is An Insured 1s replaced by the follow1ng : 2. Each of the following is also an insured : a. Your "volunteer workers" only while pe1iorming duties related to U1e conduct of you r business , or yo ur "employees", other than either your "executive officers" (if you are an organizat ion other than a partnership , joint venture or limited liability company) or yo ur managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your bus iness. However. none of these "emp loyees" or "v olunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injur y": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or pe1iorming duties re la ted to the conduct of your business , or to yo ur other "volunteer workers" while performing duties related to the conduct of your business ; (b) To th e spouse , child, parent , brother or sister of that co-"emp/oyee" or "volunteer worker" as a consequence of Paragraph (1}(a} above ; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs {1)(a) or (b) above : or (d) Arising out of his or her providing or failing to provide profess ional health care se rvices However: Paragraphs (1}(a) and (1)(d) do not apply to yo ur "employees" or "volunteer workers", who are not employed by you or volunteering for you as health care professionals . for "bodily injury" arising out of "Good Samaritan Acts" while the "employee" or "volunteer worker" is performing duties related to the conduct of your business. "Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received . Paragraphs (1)(a), (b) and (c) do nol app ly to any "employee" designated as a superviso r or higher in rank, with respect to "bodily injury" to co-"employees". As used in this provision. "employees" designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "emplo yees " or "volunteer workers" and the manner in which work is performed. D. Additional Insureds -Lessees of Premises 1. Section II -Who Is An Insured is amended to in c lu de as an additiona l insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to l iability arising out of your ownership , maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or Jessee This provision do es not apply after the person or organization ceases to lease or rent premises from you . However , the insurance afforded to such additional insured a. Only applies to the extent permitted by law; and b . Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured . 2. With respect to the insurance afforded to the additional insureds under this endorsement. the following is added to Section Ill -Limits Of Insurance: Includes copyrighted material of Insurance Services Office , In c., with its perm ission . U-GL-1345-B CW (0411 3 ) Page 2of12 The most we will pay on behalf of the additional insured is the amount of insurance : a. Required by the written contract or written agreement referenced in Subparagraph D.1. above (of this endorsement); or b. Available under the applica ble Limits of Insurance shown in the Declarations , whichever is less. This Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations . E. Additional Insured -Vendors 1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products-completed operations hazard": Section II -Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph E. as vendor) who yo u have agreed in a written contract or written agreement . prior to loss . to name as an additional insured . but only with respect to "bod i ly injury" or "property damage" arising out of "your products" which a re distributed or sold in the regular course of the vendo r's business: Ho wever . the insurance afforded lo such vendor: a. Only appl ies to the extent permitted by law ; and b . Will not be broader than that which you are requi re d by the writte n contract or written agreement lo provide for such vendor. 2 . With respect to the insurance afforded to thes .2 vendors , the following additional exclusions apply a. T he insurance affo rd ed the vendor does not apply lo: (1) "Bodil y injur y" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you ; (3) Any physical or chemical change in the product made inten tiona lly by the vendor; (4) Repackag ing , except whe n unpacked solely for the purpose of inspec tion. demonstra tion , testing, or the substitution of paris under instr·uc tions from the manufacturer , and then repackaged in the original conta iner ; (5) Any failure lo make suc h inspections, adjustments. tests or servicing as the vendo r has agreed to make or norma lly undertakes to make in the usual course of business , in connection with the distribution or sale of the products ; (6) Demonstration . installation , servicing o r repa ir operations , except such operations performed at the vendor's premises in connection with the sale of the product ; (7) Products which . after distribution or sale by you , have been labeled or relabeled or used as a container . part or ingredient of any other thing or substance by or for the vendor ; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf . However, this exclusion does not apply to (a) The exceptions contained in Subparagraphs (4) or (6); or (b) Such inspections. adjustments , tests or serv icing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . b. This insurance does not apply to any insured person or organization . from whom you have acquired such products . or any ingredient. part or container . entering into. accompanying or contain ing such products c. This insurance does not apply to any of"your products" for which coverage is excluded under this Coverage Part. In c ludes copyr ighted material of Insurance Services Office, Inc., with its perm is sion. U-GL-134 5-B CW (04113) Page 3of12 3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Se ction Ill -Limits Of Insurance : The most we will pay on behalf of the vendor is the amount of insurance : a. Required by the written contract or written agreement referenced in Subparagraph E.1. above (of th is endorsement); or b. Available under the applicable L imits of Insurance shown in the Declarations , whichever is less . This Paragraph E. shall not increase the applicable Li mits of Insurance shown in th e Declarations _ F. Additional Insured -Managers, Lessors or Governmental Entity 1. Section II -Who Is An Insured is amended to include as an insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this polic y under a written contract, written agreement or permit, but only with respect to liability for "bodily inj ury", "property damage" or "personal and advertising injury" caused, in whole or in part , by : a. Your acts or omissions ; or b. The acts or omission of those acting on your behalf ; a.1d resulting directly from : a. Operations performed by you or on your behalf for which the state or pol itical subdivision has is sued a permit ; b. Ownership , maintenance , occupancy or use of premises by you ; or c. Ma intenance , operation 01· use by you of equipment leased to you by such person or organization . However , the insurance afforded to such additiona l insured : a. Only applies to the extent permitted by law ; and b . Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured . 2. This provision does not apply: a. Unless the written contract or written agreement has been executed , or the permit has been issued , prior to the "bodily injury", "property damage" or offense that caused "personal and advertis ing inj ury"; b. To any person or organization included as an insured under Paragraph 3. of Section II -Who Is An Insured ; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires ; d. To any : (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises , if : (a) The "oc currence" or offense takes place after the expiration of the lease o r you cease to be a tenant in that premises ; (b) The "bodily injur y", "property damage" or "personal and advertising injury" arises out of the structural alterations , new construction or demolition operations performed by or on behalf of the manager or lessor ; or (c) The premises are excluded under this Coverage Part _ 3 . With respect to the insurance afforded to the addit io nal insureds under this endorsement , the following is added to Section Ill -Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insura nce : a. Required by the written contract or written agreement referenced in Subparagraph F.1. above (of th is endorsement); or Includes copyrighted material of Insurance Services Office, Inc., with its permission . U-GL-1345-B CW (04113) Page 4of12 b. Available under the applicable Limits of Ins uran ce shown in the Declar ations , whichever is less . This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Damage to Premises Rented or Occupied by You 1. The last pa1·agraph unde1· Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability is repl ace d by the following : Exc lusions c. through n . do not apply to damage by "specific perils" to premises v1hile rented to you or temporarily occupied by you with permission of the owner . A separate Damage To Premises Rented To You Limit of Insurance applies to th is coverage as described in Section Ill -Limits Of Insurance . 2. Paragraph 6. of Section Ill -Limits Of Insurance is replaced by the following 6. Subject to Paragraph 5. above , the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you , or in the case of damage by one or more "specif ic perils" to any one premises, while rented to you or temporarily occupied by you with permission of the owner . H. Broadened Contractual Liability The "insured contract" definition under the Definitions Section is replaced by the following : "Insured contract" means : a. A contract for a lease of premises. Ho wever , that portion of the contract for a lease of premises that indemn ifies any person or organization for damage by "spec ific perils" to premises while rented to yo u or temporarily occupied by yo u with permission of the owner is not an "insured contract"; b. A sidetrack agreement ; c. Any easement or license agreement; d. An obligation , as required by ordinance , to indemnify a municipality , except in connection with work for a municipality ; e. An elevator maintenance agreeme nt; f. That part of any other contract or agreement pertaining to you r business (i nc luding an indemnification of a municipality in connection with work performed for a municipality) under whicf) you assume the tort liability of another party to pay for "bodily injury", ''property damage", or ''personal and advertising injury" arising out of the offenses of false arresl , detention or imprisonment , lo a lhird person or organization. Tort liabi lity means a liability that wou ld be imposed by law i n the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: {1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions , reports , surve ys, field orders . change orders or drawings and speci fications ; or (b) Giving directions or instructions , or fai li ng to give them , if that is the primary cause of the injury or damage; or {2) Under whicl1 the insured , if an architect , eng in eer or surveyor , assumes liability for an inj u ry or damage arising out of the insured's rendering or fa il ure to render professiona l services, including those listed in Paragraph (1) above and supervisory, inspection , architectural or engineering activities. I. Definition -Specific Perils The fol lowi ng defin ition is added to the Definitions Section: "Specific perils" means : a. Fire ; b. Lightning; c. Explos ion ; Inclu des copyrighted material of Insurance Services Office, Inc ., with i ts permission . U ·GL-1345-8 CW (04113) Pa ge5of12 d. Windstorm or hail; e . Smoke ; f. Aircraft or vehicles ; g, Vandalism; h . Weight of snow , ice or sleet ; i. Leakage from fire extinguishing equipment, including sprinklers; or j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or steam . J. Limited Contractual Liability Coverage -Personal and Advertising Injury 1. Exclusion e. of Section I -Coverage B -Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liabili ty in a contract or agreement. This exclusion does not apply to : (1) Liab ility for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injur y" if: (a) The "pe rsonal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment ; (b) The liability pertains to your business and is assumed in a written contract or written agreement in which you assume the tort liability of another. Tort liabil ity means a liability that would be imposed by law in the absence of any contract or agreement ; and (c) The "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such writte n contract or written agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and adveriising injury" de s cribed in Paragraph (a) above , provided : (i) Liability to such party for , or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged . 2. Paragraph 2.d . of Section I -Supplementary Payments -Coverages A and B is replaced by the following: d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the i nterests of the indemnitee ; 3. The following is added to t11e paragraph directly following Paragraph 2 .f. of Section I -Supplementary Payments -Coverages A and B : · Notwithstanding the provisions of Paragraph 2.e.(2) of Section I -Coverage B -Personal And Advertising Inj ury Liability , such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance . K. Supplementary Payments The following changes apply to Supplementary Payments -Coverages A and B : Paragraphs 1.b. and 1.d. are replaced by the following : Includes copyrighted material of In surance Services Office , Inc., with its permission . U·GL-1345-B CW (04 113) Page6of12 b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to whic h the Bodily Injury Liability Coverage applies. We do not have to f urnish these bonds. d . Al l reasonable expenses incurred by th e insured at our request to assist us in the inv estigation or defense of the claim or "suit'', including actual loss of earnings up to $500 a day because of time off fr om work . L. Broadened Property Damage 1. Property Damage to Contents of Premises Rented Short-Term T he paragraph directl y following Paragraph (6) in Exclusion j. of Section I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the follow ing : Paragraphs (1), (3) and (4) of th is exclusion do not apply to "property damage" to premises (other than damage by "specific per·ils"), including "property damage" to the contents of such premises, re nted to you un de r a rental agreement for a period of 14 or fe wer consecutive days. A separate Limit of Insurance applies to Dam age to Premises Rented to You as described in Sectio n Ill -Limits Of Insurance. 2. Elevator Property Damage a. The following is added to Exclusio n j. of Sec ti on I -Coverage A -Bodily Injury And Property Damage Liability Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own , re nt or occupy. b. The fo llowi ng is added to Section Ill -Limits Of Insurance: Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care , custody or cont rol of the insured arising out of the use of an elevato r at prem ises you own , rent or occupy is $25 ,000 per "occurrence". 3. Prope rty Damage to Borrowed Equipment a. Th e fo llowing is added to Exclusion j . of Section I -Coverage A -Bodily lnju ry And Property Damage Liability: Paragraph (4) of this exclusion does no t apply to "property damage" to equipment you borrow f rom others at a jobsi te. b. The following is added to Section Ill -Limits Of Insurance: Subject to Paragraph 5. above , the most we will pay under Cov erage A for da m ages because of "property damage" to equipment you borrow fro m others is $25,000 pe r "occurrence". M. Expected or Intended Injury or Damage Exclusion a. of Section I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the fol lowing a. Expected Or Intended Injury Or Damage "Bodily injur y" or "prope rty damage" expected o r int ended 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 N. Definitions -Bodily Injury Tl1e "property damage" definition under t11e Definitions Section is replaced by the following: "B odil y injury" means bod ily injury , sickness or disease sustained by a person , including menta l anguish, mental injury, shock , fright or death sus tained by that person which results from that bodily injury, sickness or disease . 0 . Insured Status -Amateur Athletic Participants Section II -Who Is An Insured is amended to inc lude as an insured an y person you sponsor while participating in amateur athletic activities . However , no such person is an insured for: a. "Bod i ly injury" to : (1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic act ivities ; or Inc ludes copyrighted materia l of In surance Services Office, Inc ., with its permission . U-GL-1345-B CW (04113) Page 7of12 (2) You, any partner or member (if you are a partnership or joint venture ), or a ny member (if you are a limited liability company) while participating in such ama teur athletic activities ; or b. "Property damage" to property owned by , occupied or used by , rented to , in the care , custody or cont ro l of, or over which the physical control is being exercised fo r any purpose by: (1) Your "employee", "volunteer worker" or any person you sponsor ; or (2) You , an y partner or member (if you are a partnership or joint venture), or an y member (if you are a limited liability company). P. Non-Owned Aircraft, Auto and Watercraft Exclusion g . of Section I -Coverage A -Bodily Injury And Property Damage Liability is replaced by the following : g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership , maintenance , use or entrustment to others of any aircraft , "auto" or watercraft owned or operated by or _rented or loaned to any insured . Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the s upervision , hiring , employment , training or monitoring of others by that insured , if the ''occurrence" which cau se d the "bodily injury" or "property damage" involved the ownership , maintenance , use or entrustmen t to others of an y aircraft , "auto" or watercraft that is owned or operated by or rented or loaned to any insured . This exclusion does not apply to : (1) A wa ter craft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long ; and (b) Not being used to carry persons for a charge ; (3) Parking an "auto" on , or on the ways next to, premises you own or rent, prov ided the "auto" is not owned by or rented or loaned to you or the insured ; (4) Liabi lity assumed under any "insured contract" fo r the own ership , maint enance or use of aircraft or watercraft ; (5) An a ircraft that is hired or chartered by you or loaned to you , with a paid and I ic ensed crew , and is not owned in whole or in part b y an insured ; or (6) "Bodily injury" or "prnperty damage" arising out of: (a) The operation of machinery or equipment that is attached to , or part of, a land vehicle that would qualify under the definition of "mobi le equipment" if it were not subject to a compulsory or· financial responsibility law or other motor vehic le insurance law where it is li censed or principally garaged ; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the defin ition of "mobile equipment". Q, Definitions -Leased Worker, Temporary Worker and Labor Leasing Firm 1. The "leased worker" and "temporary worker" defin itions under the Definitions Section are replaced by the following : "Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduc t of your business . "Leased worker" do es not include a "temporary worker". "Temporary worker" means a person who is furnished to you to support or s upp le me nt you r work forc e during "employee" absences , temporary ski ll shortages , upturns or downturns in busines s or to meet seasonal or short- term workload conditions . 'T emporary worker" does not include a "leased worker". 2. The following definition is added to the Definitions Section : "Labor leasing firm" means any person or organization who hires out workers to oth ers , includi ng an y: a. Emplo yment agency , contractor or services ; b. Professional employer organ ization ; or In c lude s cop yrighted materia l of Insu ra nc e Se rv ic es Office , In c., w ith its perm ission . U -GL-1 345 -B CW (04113) Pag e 8of1 2 c. Temporary help service . R. Definition -Mobile Equipment Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following: f. Vehicles not described in Paragraph a .. b., c. or d. above maintained primarily for purposes other than the transportation of persons m cargo. However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds , are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal ; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning ; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers ; and (3) Air compressors , pumps and generators , including spraying, welding, building cleaning, geophysical ·exploration . lighting and well servicing equipment. S. Definitions -Your Product and Your Work The "your product" and "your work" definitions under the Definitions Section are replac ed by the following: "Your product": a. Means : (1) Any goods or products, other than real property, manufactured , sold, handled, distributed or disposed of by : (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containe1·s (other than vehicles), materials , paris or equipment furnished in connection with such goods or products . b. Includes : (1) Warranties or representations made at any time with respect to the fitness , quality, durability , performance , use, handling , maintenance , operation or safety of "your product"; and (2) The providing of or failure to provide warn in gs or instructions. c. Does not include vending machines or other property rented to or localed for the use of others but not sold . "Your work": a. Means : (1) Work , services or operat ions performed by you or on your behalf ; and (2) Materials , pa1is or equipment furn ished in connection with such work, services or operat ions . b. Includes : (1) Warranties or representations made at any time with respect to the f itness , quality, durability , performance , use , handling , maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warn ings or instructions. T. Priority Condition The following paragraph is added to Section Ill -Limits Of Insurance : Includes cop yrighted material of Insurance Serv ices Office, Inc., with its permission . U-GL-1345-B CW (04113) Page 9of12 In the event a cla i m is made or "suit" is brought against more than one insured seeking dama ges because of "bodily injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense , we will app ly the Limits of Insurance in the following order : (a) You ; (b) Your "e xec utive officers". partners . directors. stockholders. members . managers (i f you are a limited liabilit y company) or "employees"; and (c) Any other insured in any 01·der that we choose . U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The follow ing paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions : Notice of an "occurrence" or of an offense which may result in a claim under th is insurance or notice of a claim o r "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense. claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II -Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense . claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named lnsu1·ed and this "occurrence" later devel ops into a General Liability claim , covered by th is Coverage Part , th e insured's failur e to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of th is Condition . You must , however , give us not ice as soon as practic able after being made aware that th e particular c laim is a General Liabi li ty rather than a Workers Compensation claim . V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Co ndition of Section IV -Commercial General Liability Conditions are replaced by the following : 4 . Other Insurance If other valid and collectible in surance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part . our obligations are limited as follows : a . Primary Insurance This insurance is primary except when Para graph b. below appl ies . If this insurance is primar y, our obligations are not affected unless any of the other insurance is also primary. Then . we will sha re with all that other insurance by the method described in Paragraph c. below. However . this insurance is primary lo and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance ; and (2) You are required by written contract or written agreement that this ins urance be primary and not seek contribution from any other insurance available to the additional insured . Other insurance includes any type of self insurance or ott1er mechanism by which an insured arranges fo r funding of its legal liabil ities. b. Excess Insurance (1) Th is insurance is excess over : (a) Any of the other insurance , whether pr imary , excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk , Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including an y d educ tible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner ; (iii) That is insurance purchased by you (including any deductible or self in s urance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporar ily occupied by you with permission of the owner ; In c lu des copyrighted material of Insurance Services Office , Inc ., w ith its permi ss ion . U-GL-1345-B CW (04/13) Pag e 10 of1 2 (iv) If the loss arises out of the ma inten ance or use of aircraft. "autos" o r watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liabi li ty ; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to : Equipment you borrow from others ; or Property loaned to you or personal property in the care . custody or control of the insured ari s ing out of the use of an elevator at prem ises you own , rent or occupy . (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations , products, work or servic es for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities . (c) Any of the other insu rance , 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 providin g coverage for the same "occurrence", claim or "suit". This prov isio n does not apply to any policy in which the additional insured is a Named Insu red on such other policy a nd where our policy is requ ired by written contract or written agreement to provide coverage to the additional insured on a pri mary and non-contributory basis . W . Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV -Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon yo ur representations . Coverage will conti nue to apply if you unintentionally : a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error , omission or improper description of premises or other statement of information stated in this policy. 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 inception of this Coverage Pai-t. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Commercial General Liability Conditions is replaced by the follow ing: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those ri ghts are transferred to us. The insured must do nothing after loss to impair them . At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for in jury or damage from another person or organization in a written contract executed prior to a loss , we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured 's performa nee begins, or when it is signed , whichever happens first. This waiver of rights shall not be cons t rued to be a waiver with respect to any other operations in which the insured has no contractual interest. Includes copyrighted material of Insurance Services Office, Inc., with its permission . U-GL-1345-B CW (04113) Page 11 of12 Y. Liberalization Condition The follow ing condition is added to Section IV -Commercial General Liability Conditions : Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge , your policy will au tomat ica lly provide tl1e additional cover-age as of t11e day the revision is effective in tt1e state shown in the ma iling address of your pol icy . All other terms and conditions of this policy remain unchanged . Includes copyrighted material of In s uranc e Services Office , Inc., with its pe1rn ission . U-GL-1345-B CW (0 411 3) Page 12 o f12 Additional Insured -Auton1atic -Owners, Lessees Or Contractors Policy No . Eff. Date of Pol. Exp . Date of Pol. Eff. Date of End . GL00381005 07/01/2016 07 /01/2017 107/01 /2016 ·-·-·--·-·-·-·-·-·-- ~' ZURICH TH IS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured : CEL Consulting Inc Address (including ZIP Code): 534 23rd Avenue , Oakland , CA 94606 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 who le or in part , by: 1. Your acts or omiss io ns ; or 2. The acts or omissions of those act i ng on your behalf. in the pe1iormance of your ongoing operations or "your work" as in c luded 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 insura nce afforded to these additional insureds , the following additional exclusion applies : This insurance does not apply to: "Bodily i njury ", "prope1iy damage" or "perso na l and advertising injury" arising out of the rendering of . or fai lu re to render , any professional architectural, engineering ors urveying services including : a. The preparing, approving or fai li ng 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 negl igence or other wrongdoing in the supervision, hiring , employment, training or mon itoring 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 t he re nder ing of or the fa ilure to render any professiona l architectural , engineering or surveying services. C. T he fo llow ing is added to Paragraph 2. Duties In The Event Of Occurrence , Offense, Claim Or Suit of Section IV - Commercial General Liability Conditions : Inc lu des copyrighted material of Insurance Services Office, Inc., with its permission . U-GL-1175-F CW (04/13) Page 1 of 2 The additional insured must see l o it that: 1. We are notified as so on as practicable of an "occurrenc e" or offense that may result in a claim ; 2. We re ce ive w ritten notice of a claim or "suit" as soon as practicable; and 3. A request for defense and ind em n ity of the claim or "suit" will promptly be brought against any policy issued by anot11er insu rer under· wl1icl1 tl1e additional insured may be an insured in any ca pa city . Thi s provision does not apply to insurance on whi ch the additional insured is a Named Insured if the w ritten contract or written agreement requires that this coverage be primary and non -contributory D. For the purposes of the coverage provided by this endor se ment: 1. The following is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions : Primary and Noncontributory insurance This insurance is pr imary to and will no t seek contribution from any other in s urance availab le to an additional insu red provided that: a. The add itional insured is a Name d Insured under such other insu ran ce; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance availab le to the additional insured . 2. The following paragraph is added lo Paragraph 4.b. of lhe 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 lo an additional insured, in wh ich the additi ona l insured on o ur policy is also covered as an additional ins ured on another po licy providing coverage for the same "occurrence", offe nse, claim o r "suit". This provision doe s not apply to any po licy in which the additional insured is a Named In sured on such other policy and where our policy is required by a written contract or written agree ment to prov ide coverage to the additional ins ured on a primar y and non- contribu tory b as is . E. This endorsement does not app ly to an add itional insured wh ic h has been added to this po licy by an end orsement showing th e add itional insured in a Schedule of add itional insureds , and which endorsement applies speci f ical ly to that identified additional i nsured . F. With respect to the insurance afforded to the additio na l insureds under this endorseme nt. th e following is added to Section Ill -Limits Of Insurance : The most we will pay on behalf of the additional insu red is th e amount of insurance : 1 . Required by the written contract or written agreement re f erenced 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 Lim its of Insurance shown in the Declarat io ns. All other terms and conditions of this po licy remain unch anged . In c lu des copyr ighted material of Insu ra n ce Services Office , In c., w ith its pe rm iss ion . U-GL-1175-F CW (04/13) Page 2 of 2 Other Insurance An1endn1ent -Prin1ary And Non- Contributory Policy No . Eff. Date of Pol. Exp . Date of Pol. Eff. Date of End . GL00381005 '07/01/2016 107/01/2017 07 /0 1/2016 ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: CEL Consulting Inc Address (including ZIP Code): 534 23'd Avenue, Oakland, CA 94606 T his endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions : This insurance is primary in surance to and will not seek contribution from any other in surance available to an additional insured under this policy provided that : a. The additional insured is a Named Insured under such other insurance ; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other ins uran ce ava ilable to the additional insured . 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Cond ition of Section IV -Commercial General Liability Conditions : This insurance is excess over : Any of the other insurance , whether primary, excess, con tingent 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 ou r policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis . All other terms and conditions of th is po licy remain unchanged . Includes copy righ ted material of Insurance Services Office, Inc., w ith its permission . U -G L-1327-B CW (04 113) Page 1 of 1 Coverage Extension Endorsement ZURICH Policy No. Eff. Date Of Pol. E xp . Date of Pol. Eff. Date of End . BAP038 1006 07/01 /20 16 07/01/2017 07/01/2016- THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. Th is endorsement modifies insuran ce 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 fo l lo wing are also "insureds": ·~ a. Any "employee" of yours is an "insured" whil e using a covered "auto" you don't own, hire or borrow for acts performed wit hi n the scope of employment by you . Any "em ployee " of yours is a lso an "insured " while operating an "auto " hired or rented under a contract or agreement in an "emp lo yee 's" name , with your permission , wh ile performing duties related to the conduct of yo ur business . b. Anyone volunteering services to yo u is an "insured" while using a covered "aut o" you don 't own, hire or borrow to transport your clients o r other persons in activities neces sar y to your bus iness . c . Anyone else who furn ishes an "auto" re ferenced in Paragraphs A.1.a . and A .1 .b . in th is endorsement. d. Where and to the extent permi tte d by Jaw , any person(s) or organization(s) where requ ired by written cont rac t or writte n agreemen t with yo u executed prior to a ny "accident", in cludi ng those person(s) or organ izat ion(s ) directing your wo rk pursuant to such written contract or w ri tten agreement with you , provided the "accident" arises out of operations governed by such contrac t or agreement and only up to the lim it s requ ired in the written contract or written agreement. or the Limits of In su ran ce shown in the D ec lara tions. whic hever is less . 2. The fol low ing is added to the Other Insurance Condition in th e Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Ca rr ie r Coverage Form: Coverage for an y person(s) or organization(s), where requir ,3d by written cont ract or written agreement with you exe cuted prior to any "accident", will apply on a primary and non-contributory basis and a ny insu ran ce maintained by the additional "insured" will apply on an exces s basis . Ho weve r, in no event will this coverage extend be yond the terms and conditions of the Co verage 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 follo w ing : (2) Up to $5,000 for th e c ost of ba il bonds (including bonds for related traffic Jaw violat io ns) required because of an "accident" we cover . We do not ha ve to furn ish these bonds . (4) All reasonab le expenses incurred by the "insured" at our request , incl ud ing ac tu a l los s of earnings up to $500 a day because of ti me off from wo rk . Includes copy ri ghted m aterial of In surance S erv i ce~ Office, Inc., w ith its permiss ion . U-CA-424-F CW (04 114 ) Pag e 1 of6 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 fo l low in g is added to the Racing Exclus ion in Section II -Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" pa rtic ipating in a driver sa f ety program event, such as , but not lim ited to , auto or truck rodeos and other auto or truck agility demonstrations . · 2. The fol lowing is added to Paragraph 2 . in the Exclusions of Section Ill -Physical Damage Coverage of the Bus iness Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV -Physical Damage Coverage of the Moto r Car ri er Coverage Form : This exclusion does not appl y to covered "autos" participating in a driver safety program event, such as, but not li mited to , auto or truck rodeos and other auto or truck agi lity 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 U1e event of a total "loss " to a covered "a uto", we will pay any unpaid amo unt due on the lease o r loan for a covered "auto", less : a. Any amount paid under the Physical Damage Coverage Section of th e Coverage F orm ; and b. Any : (1) Overdue lease or loa n payments at the time of the ''l oss "; (2) Finan c ia l penalt ies imposed under a lease for excessive us e, abnormal wear and tear or high mileage ; (3) Secu r ity deposits not returned by the lessor ; (4) Costs for extende d warranties , credit life insuran ce, health, accide nt 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 incurr ed each time a covered "auto" of the private passenger type is disabled . However , the labo r mu st be perfo rmed a t the place of disablement. G. Extended Glass Coverage The f ollowing is added to Paragraph A.3.a . of the Physical Damage Coverage Sec tion: If glass must be replaced , the deductib le shown in the Dec lara tions wi ll apply Ho weve r. if glass can be repaired and is actually repaired rather than rep la ced , the deductible will be waived . You have th e option of having the glass repaired ra ther than replaced . H. Hired Auto Physical Damage -Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in ttle Physical Damage Coverage Sect ion is re placed by ttle fo llo wing : Loss Of Use Expenses For H ired Auto Ph ysica l Damage , we will pay expenses for which an "ins ured" becomes legally responsible to pay for loss of use of a veh icle rented or hired without a dr iver under a written rental contract or written re ntal agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office , Inc., with its pe rmission . U-CA-424-F CW (04 114) Page 2 of6 (1) other than collision onl y if the Declarations indicate that Comprehensive Covera ge is prov ided fo r any cove red "auto"; (2) Specified Causes Of Loss on ly if the Declarations indicate that Specified Causes Of Lo ss Coverage is provided fo r any covered "auto"; or (3) Collision o n ly if the Declarations indicat e that Collision Coverage is provided for any covered "auto". However , the most we will pay fo r any expenses for loss of use is $100 per day, to a max imum of $3000 . I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Sec tion : Personal Effects Coverage a . We will pay up to $750 for "loss" to personal effects which are : (1) Perso nal property owned by an "insured"; and (2) In or on a covere d "auto". b . Subject to Paragraph a. above , the amount to be paid fo r "loss" to personal effects will be bas ed on the lesser of : (1) The reasonable cost to replace ; or (2) The actual cash value . c . The coverage prov ided in Paragraphs a. a nd b. above , on ly applies in the event of a total th eft of a covered "auto". No deductible applies to this coverage . However , we will not pay for "loss'' to pers onal effects of an y of the fol lowing : (1) Account s, bill s , cu rrenc y , deeds, evidence of debt , money , notes , securities , or commerc ial paper or other documents of value . (2) Bullion , gold, si lver, plat inum , or other precious al loys or metals ; f urs or fur garments ; jewelry , watches , precious or sem i-precious sto nes . (3) Paintings , statuary and other wo rks of art. (4) Contraband or property in th e course of illegal transpo rt atio n or trad e. (5) Tap es . record s. discs or other similar devices used with audio . visual or data e lect ronic equipment . Any coverage provided by this Prov ision is excess over any other insurance coverage ava ilable for the same "loss ". J. Tapes, Records and Discs Coverage 1. The Exclusion in Parag raph B.4.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion i n Paragraph B.2.c. of Section IV -Physical Damage Coverage in the Motor Carr ier Coverage Fo rm does not apply. 2 . The following is added to Paragraph 1.a. Comprehensive Coverage und er the Coverage Provis ion of the Physical Damage Coverage Section : We will pay for "loss" to tapes , rec ords , discs or other similar devices used w ith a udio , visua l or data electron ic equipment. We will pay only if lh e tapes. records . discs or other sim ilar audio , visual or da ta electronic dev ic es : {a} Are the property of a n "insured"; and (b} Are in a covered "auto" a t the time of "loss". The most we wil l pay for such "los s" to tapes , records , discs or other si mi lar dev ice s is $500 . The Physical Damage Coverage Deductible Provision does not apply to such "loss". Includes cop yrighted material of Insuranc e Servic es Office, Inc ., with its perm ission . U-CA-424-F CW (04 /14 ) Pag e 3 of6 K. Airbag Coverage The Exclusion in Paragraph B.3.a. of Section Ill -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 issue d to you by us . the fo llowing applies for each covered "auto" on a per vehicle basis: 1. If the deductible on th is 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) deductib le . M. Physical Damage -Comprehensive Coverage -Deductible The following is added to the Deductible Provis io n 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 follo wing is added to Section I-Covered Autos: Temporary Substitute Autos -Physical Damage If Phys ica l Dam age Coverage is provided by this Coverage Form on your owned covered "autos", the follow ing types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary subs titute for a covered "auto" you do own but is out of seNice 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 s ubst itute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner , we will obtain lhe owner's rights against any other party. The deductible for the temporary subslitute "aulo" will be the same as the deductible for the covered "aulo" it rep laces . 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 : a. In the event of "accident", claim , "suit" or "loss", you must give us or our authorized representalive prompt notice of the "accident", claim. "suit" or "loss". However , these duties only apply when the "accident". claim, "suit" or "loss" is know n to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liab il ity company) or an executive officer or insurance manager (i f you are a corporation). The fa ilure of any Includes copyrighted material of Insurance Services Office, Inc., with its permission . U-CA-424-F CW (04114) Page 4 of6 agent , servant or emplo yee of the "insured" to notify us of an y "accident", claim , "su it'' o r "loss" sha ll not inv a lida te the insurance affo rded 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 , writt e n not ice of the cla i m or "suit" including , but not limi1ed to , the date and details of such clairn or "su it"; (2) The "insured's" name and address; and (3) To the ex tent possible, the names and addresses of any in j ured persons and wi tnes ses . 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 so on 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 Condi1ion does not apply to the extent requir·ed of you by a wri1ten contract , executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This wa ive r on ly 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 Busines s Auto Coverage Fo rm and Paragraph f. of the Other Insurance -Primary and Excess Insurance Provisions Condit ion in the Motor Carrier Co verag e Form are replaced by the following : Fo r Hired Auto Physical Damage Coverage , the following are deemed to be covered "a uto s" you own : (1) An y 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 "employe e" or elected or appointed official with your permiss ion while being operated within the course and scope of that ''employee's" employment by you or that elected or appo inted official 's duties as respect their obl igations to you . However, any "auto" that is leased, hired, rented or borro wed w ith a driver is not a cov e red "au to". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Cond ition : However , we will not deny coverage under this Coverage Form if you unintentionally (1) Fail to disclose an y hazards ex isting 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 an y oth er information that wa s not prov ided to us prior to the acceptance of this policy . S. Hired Auto -World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condit ion is replaced by the follow ing : (5) Anywhere in the world if a covered "auto" is leased , hired, rented or borrowed for a period of 60 da ys or less , T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following : "Bodily injury" means bodily injur y , sickness or disease , sustained by a person inc l ud ing de ath or mental angu is h, resulting from an y of these at an y time . Mental anguish means an y ty pe of mental or emotional illness or disea se . Inc lu de s cop yrighted mater ial of In s ura nce Servi c es O ffi ce , In c., w ith its pe rm issi on . U-CA-4 24-F CW (04/14 ) Page 5 of 6 U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Para g raph B. Exclusions under Section II -Covered Auto Liability Coverage is replaced by the followi ng: Expected Or Intended Injury "Bodi ly injury" or "p roperty damage" expected or intended from the sta ndpoint of the "insured". Tt)is exclusion does not apply to "bodi ly injury" or "property damage" resul ting from the use of reasonable force to protect persons or property. V. Physical Damage -Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section Ill -Physical Damage Coverage is replaced b y t he following : 4. Coverage Extensions a. Transportation Expenses We wi ll pay up to $50 pe r day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "a uto" of the private passenger type . We w ill pay on ly for those covered "autos" fo r w hich you carry ei th e r Comprehensive or Specified Causes of Loss Coverage . We will pay for temporary transportation expenses incur red during the period beginning 48 hours after t he theft and end ing , regardless of the policy's expiration , when the covered "auto" is returned to use o r we pay for its "loss''. W . Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The f ollowing is added to Parag raph A. Coverage of the Physical Damage Coverage Section : In the even t of a total "loss" to a cove red "auto" of the priva te pa sse nger t ype that is re pl aced with a hybrid "auto'' or "auto" powered by an a lte rnat ive fu e l source of th e private passenger type , we will pay an additional 10 % of the cost of the replacement "auto", excluding ta x, title , license , other fees and an y afterma rket vehicle upgrades, up to a ma x imum of $2500. The covered "auto" must be replaced by a hybrid ''auto" or an "auto" powered by an alternative fue l source w ithin 60 ca lendar days of the payment of th e "loss" and eviden ced by a bill of sale o r new vehi cle lease agreement. To qualify as a hy brid "auto", the "auto" must be pow e red by a conventiona l gasoline engine and another sou rc e of propu ls ion power . The other source of propul sion power must be elec tri c, hydrogen , propane, solar or natura l gas, either compressed or li quefied . T o qualify as a n "auto" powered by an al te rnat ive fuel sou rce . the "auto" must be powered by a source of propulsion power other t han a conventional gasoline engine. An "auto" so lel y propel le d by bio f uel, gasoline or di esel f uel or any blend thereof is not an "au to" powered by an alternative fu el s ource . X . Return of Stolen Automobile The fol lowing is added to the Coverage Extension Prov isi on of the Physical Damage Coverage Section : If a covered "auto" is stolen and recovered, we will pay the cost of transpo1i to return the ·au to " to you We will pay only for those covered "autos" for which you carry e ither Comprehensive or Specified Causes of Loss Coverage . All other terms , conditions , provisions and ex clu sions o f this po li cy remain the same. Includes copy righted material of Insurance Services Office , Inc., with i ts pe rmiss ion . U-CA-424-F CW (04 /14 ) Page 6 of6 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone lia ble for an injury covered by this policy . We will not en fo rce our right against the person or organizat ion named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) This agreement shall not operate directly or indirectl y to benefit anyone not named in the Schedule . Schedule Any party which is required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . Policy No. WC0381004 Insured : CE Consulting Inc Insurance Company : Zurich Insurance Company Cou ntersigned by ~Sti~re-~_· -~-e~q_«_u ________ _ WC124 (4-84) WC 00 0313 Copyright 1983 National Council on Compensation Insurance , Inc . Page 1 of 1 Un iform Forms TM