CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
TURBO DATA SYSTEMS, INC.
THIS AGREEMENT is made and entered into this 11th day of July, 2023, day "Effective Date", by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and TURBO DATA SYSTEMS, a California corporation("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide CITATION PROCESSING SERVICES, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.
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1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total annual compensation shall not exceed Thirty -Five Thousand Dollars ($35,000.00).
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services.
2.3. Method of Billina. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within thirty (30) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of 3 TURBO DATA SYSTEMS
performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 60 months, ending on June 30, 2028 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to termina60te this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
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4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' 5 compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City.
The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.
If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
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(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives, and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives, and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
7 TURBO DATA SYSTEMS
6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
Consultant designates Roberta Rosen, Project Manager, who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence, or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Roberta Rosen, President
Turbo Data Systems, Inc.
1551 N. Tustin Avenue, Suite 950
Santa Ana, CA 92705
Tel: 714-368-4808
Brad Butts, Chief of Police
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8111
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant 8 . 0 DATA SYSTEM',
hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
9 TURBO DATA SYSTEMS
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.
Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City 10 Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Riahts. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
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6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A municipal corporation
Mayor Ward L. Smith Date
ATTEST:
City Clerk and ex -officio Clerk
of the City of Placentia
12 TURBO DATA SYSTEMS
CONSULTANT
TURBO DATA SYSTEMS
Signature:
Roberta Rosen, President
Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:
Project Manager
DEPARTMENTAL APPROVAL:
Name, Title
13 Date
Date:
Date:
Date:
Date:
TURBO u. , f, `, SYSTEMS
EXHIBIT A
CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 TURBO DATA SYSTEMS
4WRL
TURBDAT-01 LWANG2
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDIYYYY)
6/20/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER License # 0C36861
Irvine-Alliant Insurance Services, Inc.
18100 Von Karman Ave 10th FI
Irvine, CA 92612
INSURED
Turbo Data Systems, Inc.
1551 N Tustin Ave #950
Santa Ana, CA 92705
CONTACT Christina M Mountz
NAME:
PHOE
(A/C, No, Ext): (909) 886-9861 FAX
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE
INSURER A : West American Insurance Company
INSURER B :Ohio Security Insurance Company
INSURER C : American Fire and Casualty Company
INSURER D : State Compensation Insurance Fund of California INSURER E : Landmark American Insurance Company
INSURER F :
(A/C, No): (909) 886-2013
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
NAIC #
44393
24082
24066
35076
33138
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH DOLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY DAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP
LTR INSD WVD (MM/DD/YYYY) (MM/DDIYYYY)
A X COMMERCIAL GENERAL LIABILITY
B
C
D
CLAIMS -MADE X OCCUR X BKW56604610
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY PRO-
JECT
OTHER:
AUTOMOBILE LIABILITY
X ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
UMBRELLA LIAB
X EXCESS LIAB
■
■
LOC
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
DED X RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe underIONE
IfQrional Lia�RATIONS below
E Professional
OCCUR
CLAIMS -MADE
0 Y/N
X BAS56604610
N/A
ESA56604610
X 9103640-22
LHR846909
7/1/2022 7/1/2023
7/1/2022 7/1/2023
7/1/2022 7/1/2023
7/1/2022 7/1/2023
9/10/2022 9/10/2023
LIMITS
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
EACH OCCURRENCE
AGGREGATE
X PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
Each Claim/Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability: Claims Made & Reported Form
Re: Professional Services Agreement
1,000,000
500,000
15,000
1,000,000
2,000,000
2,000,000
1,000,000
10,000,000
10,000,000
1,000,000
1,000,000
1,000,000
2,000,000
City of Placentia and its elected and appointed boards, officers, officials, agents, employees and volunteers are named as Additional Insureds as respects to General Liability and Auto Liability arising out of activities performed by the Named Insured pursuant to its contract with the City, in which coverage afforded by these policies to the Additional Insureds is primary and non-contributory as required by written contract per attached carrier endorsements. Waiver of SEE ATTACHED ACORD 101
CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E Chapman
Placentia, CA 92870
ACORD 25 (2016/03)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACRO
AGENCY CUSTOMER ID: TURBDAT-01
LOC #: 1
ADDITIONAL REMARKS SCHEDULE
AGENCY
Irvine-Alliant Insurance Services, Inc.
POLICY NUMBER
SEE PAGE 1
CARRIER
SEE PAGE 1
ADDITIONAL REMARKS
License # 0C36861 NAMED INSURED
Turbo Data Systems, Inc.
1551 N Tustin Ave #950
. anta Ana, CA 92705
NAIC CODE
SEE P 1
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE: SEE PAGE 1
LWANG2
Description of Operations/Locations/Vehicles:
Subrogation in favor of City of Placentia and its elected and appointed boards, officers, officials, agents, employees and volunteers is included for Workers Compensation per attached endorsement. Severability of Interest is included for General Liability and Auto Liability. 30 Days Notice of Cancellation except 10 Days for Non -Payment is provided for General Liability, Automobile Liability and Workers Compensation.
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
INDEX
SUBJECT PAGE
NON -OWNED AIRCRAFT 2
NON -OWNED WATERCRAFT 2
PROPERTY DAMAGE LIABILITY - ELEVATORS 2
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6
WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
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With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
A. NON -OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired, chartered or loaned with a trained paid crew;
3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.
B. NON -OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY - ELEVATORS
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing:
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.
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b. The last paragraph of subsection 2. Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.
2. Paragraph 6. under Section III - 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:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:
9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:
Under Paragraph 1. Insuring Agreement of Section 1 - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
1. Paragraph 2. under Section 11 - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
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b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard".
Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
(3)
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.
With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.
The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".
We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions.
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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. "Bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy.
3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.
H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows:
a. The following is added to Paragraph a. Primary Insurance:
If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover.
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b. The following is added to Paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.
I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.
2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE
WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following:
(1) "Bodily injury" or "personal and advertising injury':
(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 employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" 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 professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply.
Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and CG 88 10 04 13
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advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances.
The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, 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 expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.
L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations:
Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.
M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:
Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph
1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.
O. BODILY INJURY REDEFINED
Under Section V - Definitions, Definition 3. is replaced by the following:
3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease.
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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided:
1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and
2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment.
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COMMERCIAL AUTO
AC 85 43 08 21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CALIFORNIA BUSINESS AUTO COVERAGE
ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state.
COVERAGE INDEX
SUBJECT PROVISION NUMBER
ACCIDENTAL AIRBAG DEPLOYMENT 12
ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3
AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5
AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24
EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 2 EXTRA EXPENSE -BROADENED COVERAGE 10
GLASS REPAIR - WAIVER OF DEDUCTIBLE 16
HIRED AUTO COVERAGE TERRITORY 22
HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 6 LOAN / LEASE GAP (Coverage Not Available In New York) 15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1
PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 17 PERSONAL EFFECTS COVERAGE 11
PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9
SUPPLEMENTARY PAYMENTS 4
TOWING AND LABOR 7
TWO OR MORE DEDUCTIBLES 18
UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 21 SECTION II - LIABILITY COVERAGE is amended as follows:
1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation.
However, "insured" does not include any organization that:
(1) Is a partnership or joint venture; or
(2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or
Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy.
(3)
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Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization.
2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee".
3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured":
,19
g•
Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured".
However, such person or organization is an "insured":
(1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and
(3) Only for the duration of that contract, agreement or permit.
The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 23, this policy is excess over any other collectible insurance.
4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments , Paragraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.
5. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added:
SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss".
This coverage is excess over any other collectible insurance.
SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:
6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following:
If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos":
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a. You hire, rent or borrow; or
b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible:
a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of:
(1) $50,000; or
(2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible.
b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage.
c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss.
e. This coverage extension does not apply to:
(1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household.
Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss".
7. TOWING AND LABOR
SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing , is amended by the addition of the following:
We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled:
a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less.
c. For "medium trucks", we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds.
However, the labor must be performed at the place of disablement.
8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500.
9. RENTAL REIMBURSEMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage , is amended by adding the following:
a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lesser vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days.
c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance.
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d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill.
e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension .
f. No deductible applies to this coverage.
The insurance provided under this extension is excess over any other collectible insurance. g.
If this policy also provides Rental Reimbursement Coverage you purchased, this Enhancement Endorsement is in addition to the coverage you purchased.
For the purposes of this endorsement provision, materials and equipment effects" as defined in provision 11.B.
10. EXTRA EXPENSE - BROADENED COVERAGE
the coverage provided by
do not include "personal
Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage , we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000.
11. PERSONAL EFFECTS COVERAGE
A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage , is amended by adding the following:
If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto."
The insurance provided under this provision is excess over any other collectible insurance.
B. SECTION V - DEFINITIONS is amended by adding the following:
For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties.
12. ACCIDENTAL AIRBAG DEPLOYMENT
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following:
If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag.
Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty.
13. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible , is amended by adding the following:
Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle.
14. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following:
Exclusions 4.c. and 4.d. do not apply to:
a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is:
(1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3)
Physical damage coverages are provided for the covered "auto".
If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible.
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15. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A.
Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following:
The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the:
1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of:
a. Overdue payments and financial penalties associated with those payments as of the date of the "loss";
b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear;
c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease;
Transfer or rollover balances from previous loans or leases; Final payment due under a "Balloon Loan";
The dollar amount of any unrepaired damage
covered "auto";
d.
e.
f.
g.
h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto";
i. Any amount representing taxes;
j. Loan or lease termination fees; or
2. The actual cash value of the damage or stolen property as of the time of the "loss".
An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas.
B. Additional Conditions
This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss".
C. SECTION V - DEFINITIONS is changed by adding the following:
As used in this endorsement provision, the following definitions apply:
"Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value.
A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment.
16. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
No deductible applies to glass damage if the glass is repaired rather than replaced.
17. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following:
The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is:
a. In the charge of an "insured";
b. Legally parked; and
c. Unoccupied.
Security deposits not refunded by a lessor;
which occurred prior
to the "total loss" of a
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The "loss" must be reported to the police authorities within 24 hours of known damage.
The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations.
This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business.
18. TWO OR MORE DEDUCTIBLES
Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible :
a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived.
For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group.
SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows:
19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph B.2. is amended by adding the following:
If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced.
However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure.
20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2.a. is replaced in its entirety by the follow- ing:
a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) Member, if you are a limited liability company;
(4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation.
To the extent possible, notice to us should include:
(a) How, when and where the "accident" or "loss" took place; (b) The "insured's" name and address; and
(c) The names and addresses of any injured persons and witnesses.
21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following:
If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also.
22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , is amended by the addition of the following:
f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to.
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This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver.
23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT
The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary:
This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that:
1. Such "insured" is a Named Insured under such other insurance; and
2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured".
SECTION V - DEFINITIONS is amended as follows:
24. BODILY INJURY REDEFINED
Under SECTION V - DEFINITIONS , Definition C. is replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time.
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CA 00 01 03 06
BUSINESS AUTO COVERAGE FORM
Various provisions in this policy restrict coverage.
Read the entire policy carefully to determine
rights, duties and what is and is not covered.
Throughout this policy the words "you" and
"your" refer to the Named Insured shown in the
Declarations. The words "we", "us" and "our"
refer to the Company providing this insurance.
Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V -
Definitions.
Symbol
1 Anv "Auto"
2 Owned
"Autos"
Only
3 Owned
Private
Passenger
"Autos" Only
4 Owned
"Autos" Other
Than Private
Passenger
"Autos" Only
5 Owned
"Autos"
Subject
To No -Fault
6 Owned
"Autos"
Subject
To A
Compulsory
Uninsured
Motorists Law
7 Specifically
Described
"Autos"
8 Hired "Autos"
Only
CA 00 01 03 06
SECTION I - COVERED AUTOS
ITEM TWO of the Declarations shows the "autos"
that are covered "autos" for each of your cov-
erages. The following numerical symbols de-
scribe the "autos" that may be covered "autos".
The symbols entered next to a coverage on the
Declarations designate the only "autos" that are
covered "autos".
A. Description Of Covered Auto Designation
Symbols
Description Of Covered Auto Designation Symbols
Only those "autos" you own (and for Liability Coverage any "trailers" you don't own while attached to power units you own.) This includes those "autos" vou acquire ownership of after the policy begins.
Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins.
Only those "autos" you own that are not of the private passenger type (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins.
Only those "autos" you own that are required to have No -Fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of after the policy begins provided they are required to have No -Fault benefits in the state where they are licensed or principally garaged.
Only those "autos" you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists requirement.
Only those "autos" described in Item Three of Declarations for which a premium charge is shown (and for Liability Coverage any "trailers" vou don't own while attached to anv Dower unit described in Item Three).
Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households.
©ISO Properties, Inc., 2005 Page 1 of 13
Symbol
9 Non -Owned
"Autos"
Only
19 Mobile Equip-
ment Subject
To Compul-
sory Or
Financial
Responsibility
Or Other Motor
Vehicle Insurance
Law Only
Description Of Covered Auto Designation Symbols
Only those "autos" you do not own, lease, hire, rent or borrow that are used in connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs.
Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged.
B. Owned Autos You Acquire After The Policy
Begins
1. If symbols 1, 2, 3, 4, 5, 6 or 19 are
entered next to a coverage in ITEM TWO
of the Declarations, then you have cov-
erage for "autos" that you acquire of the
type described for the remainder of the
policy period.
2. But, if symbol 7 is entered next to a
coverage in ITEM TWO of the Declara-
tions, an "auto" you acquire will be a
covered "auto" for that coverage only if:
a. We already cover all "autos" that
you own for that coverage or it re-
places an "auto" you previously
owned that had that coverage; and
b. You tell us within 30 days after you
acquire it that you want us to cover
it for that coverage.
C. Certain Trailers, Mobile Equipment And Tem-
porary Substitute Autos
If Liability Coverage is provided by this Cov-
erage Form, the following types of vehicles
are also covered "autos" for Liability Cov-
erage:
1. "Trailers" with a load capacity of 2,000
pounds or less designed primarily for
travel on public roads.
2. "Mobile equipment" while being carried
or towed by a covered "auto."
3. Any "auto" you do not own while used
with the permission of its owner as a
temporary substitute for a covered
"auto" you own that is out of service
because of its:
a.
b.
c.
Breakdown;
Repair;
Servicing;
CA 00 01 03 06
d. "Loss"; or
e. Destruction
SECTION II - LIABILITY COVERAGE
A.
Coverage
We will pay all sums an "insured" legally
must pay as damages because of "bodily
injury" or "property damage" to which this
insurance applies, caused by an "accident"
and resulting from the ownership, mainten-
ance or use of a covered "auto."
We will also pay all sums an "insured" le-
gally must pay as a "covered pollution cost
or expense" to which this insurance applies,
caused by an "accident" and resulting from
the ownership, maintenance or use of cov-
ered "autos." However, we will only pay for
the "covered pollution cost or expense" if
there is either "bodily injury" or "property
damage" to which this insurance applies that
is caused by the same "accident."
We have the right and duty to defend any
"insured" against a "suit" asking for such
damages or a "covered pollution cost or ex-
pense". However, we have no duty to defend
any "insured" against a "suit" seeking dam-
ages for "bodily injury" or "property dam-
age" or a "covered pollution cost or
expense" to which this insurance does not
apply. We may investigate and settle any
claim or "suit" as we consider appropriate.
Our duty to defend or settle ends when the
Liability Coverage Limit of Insurance has
been exhausted by payment of judgments or
settlements.
1. Who Is An Insured
The following are "insureds":
a. You for any covered "auto."
b. Anyone else while using with your
permission a covered "auto" you
own, hire or borrow except:
©ISO Properties, Inc., 2005 Page 2 of 13
(1) The owner or anyone else from
whom you hire or borrow a cov-
ered "auto". This exception does
not apply if the covered "auto"
is a "trailer' connected to a cov-
ered "auto" you own.
(2) Your "employee" if the covered
"auto" is owned by that "em-
ployee" or a member of his or
her household.
Someone using a covered
"auto" while he or she is work-
ing in a business of selling, ser-
vicing, repairing, parking or
storing "autos" unless that busi-
ness is yours.
(4) Anyone other than your "em-
ployees", partners (if you are a
partnership), members (if you
are a limited liability company),
or a lessee or borrower or any of
their "employees", while moving
property to or from a covered
"auto".
A partner (if you are a partner-
ship), or a member (if you are a
limited liability company), for a
covered "auto" owned by him or
her or a member of his or her
household.
(3)
(5)
c. Anyone liable for the conduct of an
"insured" described above but only
to the extent of that liability.
2. Coverage Extensions
a. Supplementary Payments.
We will pay for the "insured":
(1) All expenses we incur.
(2) Up to $2,000 for cost of bail
bonds (including bonds for re-
lated traffic law violations) re-
quired because of an "accident"
we cover. We do not have to
furnish these bonds.
(3)
The cost of bonds to release at-
tachments in any "suit" against
the "insured" we defend, but
only for bond amounts within
our Limit of Insurance.
(4) All reasonable expenses incurred
by the "insured" at our request,
including actual loss of earnings
up to $250 a day because of
time off from work.
(5)
CA 00 01 03 06
All costs taxed against the "in-
sured" in any "suit" against the
"insured" we defend.
(6) All interest on the full amount of
any judgment that accrues after
entry of the judgment in any
"suit" against the "insured" we
defend, but our duty to pay in-
terest ends when we have paid,
offered to pay or deposited in
court the part of the judgment
that is within our Limit of Insur-
ance.
These payments will not reduce the
Limit of Insurance.
b. Out of State Coverage Extensions.
While a covered "auto" is away from
the state where it is licensed we will:
(1) Increase the Limit of Insurance
for Liability Coverage to meet
the limits specified by a compul-
sory or financial responsibility
law of the jurisdiction where the
covered "auto" is being used.
This extension does not apply to
the limit or limits specified by
any law governing motor carriers
of passengers or property.
(2) Provide the minimum amounts
and types of other coverages,
such as no-fault, required of out-
of-state vehicles by the jurisdic-
tion where the covered "auto" is
being used.
We will not pay anyone more than
once for the same elements of loss
because of these extensions.
B. Exclusions
This insurance does not apply to any of the
following:
1. Expected Or Intended Injury
"Bodily injury" or "property damage" ex-
pected or intended from the standpoint
of the "insured".
2. Contractual
Liability assumed under any contract or
agreement.
But this exclusion does not apply to li-
ability for damages:
a. Assumed in a contract or agreement
that is an "insured contract" pro-
vided the "bodily injury" or "prop-
erty damage" occurs subsequent to
the execution of the contract or
agreement; or
©ISO Properties, Inc., 2005 Page 3 of 13
b. That the "insured" would have in the
absence of the contract or agree-
ment.
3. Workers' Compensation
Any obligation for which the "insured"
or the "insured's" insurer may be held
liable under any workers' compensation,
disability benefits or unemployment com-
pensation law or any similar law.
4. Employee Indemnification And Employ-
er's Liability
"Bodily injury" to:
a. An "employee" of the "insured"
arising out of and in the course of:
(1) Employement by the "insured";
or
(2) Performing the duties related to
the conduct of the "insured's"
business; or
b. The spouse, child, parent, brother or
sister of that "employee" as a con-
sequence of Paragraph a. above.
This exclusion applies:
(1) Whether the "insured" may be
liable as an employer or in any
other capacity; and
(2) To any obligation to share dam-
ages with or repay someone else
who must pay damages because
of the injury.
But this exclusion does not apply to
"bodily injury" to domestic "employees"
not entitled to workers' compensation
benefits or to liability assumed by the
"insured" under an "insured contract".
For the purposes of the Coverage Form,
a domestic "employee" is a person en-
gaged in household or domestic work
performed principally in connection with
a residence premises.
5. Fellow Employee
"Bodily injury" to any fellow "employee"
of the "insured" arising out of and in the
course of the fellow "employee's" em-
ployment or while performing duties re-
lated to the conduct of your business.
CA 00 01 03 06
6. Care, Custody Or Control
"Property damage" to or "covered
pollution cost or expense" involving
property owned or transported by the
"insured" or in the "insured's" care, cus-
tody or control. But this exclusion does
not apply to liability assumed under a
sidetrack agreement.
7. Handling Of Property
"Bodily injury" or "property damage" re-
sulting from the handling of property:
a. Before it is moved from the place
where it is accepted by the "insured"
for movement into or onto the cov-
ered "auto"; or
b. After it is moved from the covered
"auto" to the place where it is finally
delivered by the "insured".
8. Movement Of Property By Mechanical
Device
"Bodily injury" or "property damage" re-
sulting from the movement of property
by a mechanical device (other than a
hand truck) unless the device is attached
to the covered "auto".
9. Operations
"Bodily injury" or "property damage"
arising out of the operation of:
a. Any equipment listed in Paragraphs
6.b. and 6.c. of the definition of "mo-
bile equipment"; or
b. Machinery or equipment that is on,
attached to, or part of, a land vehicle
that would qualify under the defini-
tion of "mobile equipment" if it were
not subject to a compulsory or finan-
cial responsibility law or other motor
vehicle insurance law where it is li-
censed or principally garaged.
10. Completed Operations
"Bodily injury" or "property damage"
arising out of your work after that work
has been completed or abandoned.
In this exclusion, your work means:
a. Work or operations performed by
you or on your behalf; and
b. Materials, parts or equipment fur-
nished in connection with such work
or operations.
©ISO Properties, Inc., 2005 Page 4 of 13
Your work includes warranties or repre-
sentations made at any time with respect
to the fitness, quality, durability or per-
formance of any of the items included in
Paragraphs a. or b. above.
Your work will be deemed completed at
the earliest of the following times:
(1) When all of the work called for in
your contract has been completed.
(2) When all of the work to be done at
the site has been completed if your
contract calls for work at more than
one site.
(3)
When that part of the work done at a
job site has been put to its intended
use by any person or organization
other than another contractor or sub-
contractor working on the same pro-
ject.
Work that may need service, main-
tenance, correction, repair or
replacement, but which is otherwise
complete, will be treated as complet-
ed.
11. Pollution
"Bodily injury" or "property damage"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollu-
tants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by,
handled, or handled for move-
ment into, onto or from, the cov-
ered "auto";
(2) Otherwise in the course of
transit by or on behalf of the
"insured"; or
Being stored, disposed of, treat
ed or processed in or upon the
covered "auto";
b. Before the "pollutants" or any prop-
erty in which the "pollutants" are
contained are moved from the place
where they are accepted by the "in-
sured" for movement into or onto
the covered "auto"; or
c. After the "pollutants" or any prop-
erty in which the "pollutants" are
contained are moved from the cov-
ered "auto" to the place where they
are finally delivered, disposed of or
abandoned by the "insured".
(3)
CA 00 01 03 06
Paragraph a. above does not apply to
fuels, lubricants, fluids, exhaust gas-
es or other similar "pollutants" that
are needed for or result from the
normal electrical, hydraulic or me-
chanical functioning of the covered
"auto" or its parts, if:
(1) The "pollutants" escape, seep,
migrate, or are discharged, dis-
persed or released directly from
an "auto" part designed by its
manufacturer to hold, store, re-
ceive or dispose of such "pollu-
tants"; and
(2) The "bodily injury', "property
damage" or "covered pollution
cost or expense" does not arise
out of the operation of any
equipment listed in Paragraphs
6.b. and 6.c. of the definition of
"mobile equipment".
Paragraphs b. and c. above of this
sion do not apply to "accidents"
occur away from premises owned
rented to an "insured"
"pollutants" not in or
"auto" if:
12. War
exclu-
that
by or
with respect to
upon a covered
(1) The "pollutants" or any property
in which the "pollutants" are
contained are upset, overturned
or damaged as a result of the
maintenance or use of a covered
"auto"; and
(2) The discharge, dispersal, seep-
age, migration, release or escape
of the "pollutants" is caused di-
rectly by such upset, overturn or
damage.
"Bodily injury" or "property damage"
arising directly or indirectly out of:
a. War, including undeclared or civil
war;
b. Warlike action by a military force,
including action in hindering or de-
fending against an actual or expect-
ed attack, by any government,
sovereign or other authority using
military personnel or other agents;
or
c. Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering
or defending against any of these.
©ISO Properties, Inc., 2005 Page 5 of 13
13. Racing
Covered "autos" while used in any pro-
fessional or organized racing or demoli-
tion contest or stunting activity, or while
practicing for such contest or activity.
This insurance also does not apply while
that covered "auto" is being prepared for
such a contest or activity.
C. Limit Of Insurance
Regardless of the number of covered
"autos", "insureds", premiums paid, claims
made or vehicles involved in the "accident",
the most we will pay for the total of all
damages and "covered pollution cost or ex-
pense" combined, resulting from any one
"accident" is the Limit of Insurance for Liabil-
ity Coverage shown in the Declarations.
All "bodily injury," "property damage" and
"covered pollution cost or expense" resulting
from continuous or repeated exposure to
substantially the same conditions will be con-
sidered as resulting from one "accident".
No one will be entitled to receive duplicate
payments for the same elements of "loss"
under this Coverage Form and any Medical
Payments Coverage Endorsement, Uninsured
Motorists Coverage Endorsement or Underin-
sured Motorists Coverage Endorsement at-
tached to this Coverage Part.
SECTION III - PHYSICAL DAMAGE COVERAGE
A. Coverage
1. We will pay for "loss" to a covered
"auto" or its equipment under:
a. Comprehensive Coverage. From any
cause except:
(1) The covered "auto's" collision
with another object; or
(2) The covered "auto's" overturn.
b. Specified Causes of Loss Coverage.
Caused by:
(1) Fire, lightning or explosion;
(2) Theft;
(3) Windstorm, hail or earthquake;
(4) Flood;
(5) Mischief or vandalism; or
(6) The sinking, burning, collision or
derailment of any conveyance
transporting the covered "auto".
c. Collision Coverage. Caused by:
(1) The covered "auto's" collision
with another object; or
(2) The covered "auto's" overturn.
CA 00 01 03 06
2. Towing.
We will pay up to the limit shown in the
Declarations for towing and labor costs
incurred each time a covered "auto" of
the private passenger type is disabled.
However, the labor must be performed at
the place of disablement.
3. Glass Breakage - Hitting a Bird or Ani-
mal - Falling Objects or Missiles.
If you carry Comprehensive Coverage for
the damaged covered "auto", we will
pay for the following under Comprehen-
sive Coverage:
a. Glass breakage;
b. "Loss" caused
animal; and
c. "Loss" caused
missiles.
by hitting a bird or
by falling objects or
However, you have the option of having
glass breakage caused by a covered
"auto's" collision or overturn considered
a "loss" under Collision Coverage.
4. Coverage Extensions
a. Transporation Expenses
We will pay up to $20 per day to a
maximum of $600 for temporary
transportation expense incurred by
you because of the total theft of a
covered "auto" of the private pas-
senger type. We will pay only for
those covered "autos" for which you
carry either Comprehensive or Speci-
fied Causes of Loss Coverage. We
will pay for temporary transportation
expenses incurred during the period
beginning 48 hours after the theft
and ending, regardless of the poli-
cy's expiration, when the covered
"auto" is returned to use or we pay
for its "loss".
b. Loss Of Use Expenses
For Hired Auto Physical Damage, we
will pay expenses for which an "in-
sured" becomes legally responsible
to pay for loss of use of a vehicle
rented or hired without a driver, un-
der a written rental contract or
agreement. We will pay for loss of
use expenses if caused by:
(1) Other than collision only if the
Declarations indicate that Com-
prehensive Coverage is provided
for any covered "auto";
©ISO Properties, Inc., 2005 Page 6 of 13
(2) Specified Causes Of Loss only if
the Declarations indicate that
Specified Causes Of Loss Cov-
erage is provided for any cov-
ered "auto; or
Collision only if the Declarations
indicate that Collision Coverage
is provided for any covered
"auto".
However, the most we will pay for
any expenses for loss of use is $20
per day, to a maximum of $600.
(3)
B. Exclusions
1. We will not pay for "loss" caused by or
resulting from any of the following. Such
"loss" is excluded regardless of any oth-
er cause or event that contributes con-
currently or in any sequence to the
"loss".
a.
Nuclear Hazard.
(1) The explosion of any weapon
employing atomic fission or fu-
sion; or
(2) Nuclear reaction or radiation, or
radioactive contamination, how-
ever caused.
b. War or Military Action.
(1) War, including undeclared or civ-
il war;
(2) Warlike action by a military
force, including action in hinder-
ing or defending against an ac-
tual or expected attack, by any
government, sovereign or other
authority using military person-
nel or other agents; or
Insurrection, rebellion, revolu-
tion, usurped power or action
taken by governmental authority
in hindering or defending against
any of these.
2. We will not pay for "loss" to any cov-
ered "auto" while used in any profes-
sional or organized racing or demolition
contest or stunting activity, or while
practicing for such contest or activity. We
will also not pay for "loss" to any cov-
ered "auto" while that covered "auto" is
being prepared for such a contest or ac-
tivity.
(3)
CA 00 01 03 06
3. We will not pay for "loss" caused by or
resulting from any of the following un-
less caused by other "loss" that is cov-
ered by this insurance:
a. Wear and tear, freezing,
mechanical or electrical break-
down.
b. Blowouts, punctures or other
road damage to tires.
4. We will not pay for "loss" to any of the
following:
a. Tapes, records, discs or other similar
audio, visual or data electronic de-
vices designed for use with audio,
visual or data electronic equipment.
b. Any device designed or used to de-
tect speed measuring equipment
such as radar or laser detectors and
any jamming apparatus intended to
elude or disrupt speed measurement
equipment.
c. Any electronic equipment, without
regard to whether this equipment is
permanently installed, that receives
or transmits audio, visual or data
signals and that is not designed sole-
ly for the reproduction of sound.
d. Any accessories used with the elec-
tronic equipment described in
Paragraph c. above.
Exclusions 4.c. and 4.d. do not apply to:
a. Equipment designed solely for the
reproduction of sound and accesso-
ries used with such equipment, pro-
vided such equipment is
permanently installed in the covered
"auto" at the time of the "loss" or
such equipment is removable from a
housing unit which is permanently
installed in the covered "auto" at the
time of the "loss", and such equip-
ment is designed to be solely op-
erated by use of the power from the
"auto's" electrical system, in or upon
the covered "auto"; or
b. Any other electronic equipment that
is:
(1) Necessary for the normal opera-
tion of the covered "auto" or the
monitoring of the covered
"auto's" operating system; or
©ISO Properties, Inc., 2005 Page 7 of 13
(2) An integral part of the same unit
housing any sound reproducing
equipment described in a. above
and permanently installed in the
opening of the dash or console
of the covered "auto" normally
used by the manufacturer for in-
stallation of a radio.
5. We will not pay for "loss" to a covered
"auto" due to "diminution in value".
C. Limit Of Insurance
1. The most we will pay for "loss" in any
one "accident" is the lesser of:
a. The actual cash value of the damag-
ed or stolen property as of the time
of the "loss"; or
b. The cost of repairing or replacing the
damaged or stolen property with oth-
er property of like kind and quality.
2. An adjustment for depreciation and phys-
ical condition will be made in
determining actual cash value in the
event of a total "loss".
3. If a repair or replacement results in bet-
ter than like kind or quality, we will not
pay for the amount of the betterment.
D. Deductible
For each covered "auto", our obligation to
pay for, repair, return or replace damaged or
stolen property will be reduced by the ap-
plicable deductible shown in the Declara-
tions. Any Comprehensive Coverage
deductible shown in the Declarations does
not apply to "loss" caused by fire or light-
ning.
SECTION IV - BUSINESS AUTO CONDITIONS
The following conditions apply in addition to the
Common Policy Conditions:
A. Loss Conditions
1. Appraisal For Physical Damage Loss
If you and we disagree on the amount of
"loss", either may demand an appraisal
of the "loss". In this event, each party
will select a competent appraiser. The
two appraisers will select a competent
and impartial umpire. The appraisers will
state separately the actual cash value
and amount of "loss". If they fail to
agree, they will submit their differences
to the umpire. A decision agreed to by
any two will be binding. Each party will:
CA 00 01 03 06
a. Pay its chosen appraiser; and
b. Bear the other expenses of the ap-
praisal and umpire equally.
If we submit to an appraisal, we will still
retain our right to deny the claim.
2. Duties In The Event Of Accident, Claim,
Suit Or Loss
We have no duty to provide coverage
under this policy unless there has been
full compliance with the following duties:
a. In the event of "accident", claim,
"suit" or "loss", you must give us or
our authorized representative prompt
notice of the "accident" or "loss".
Include:
(1) How, when and where the "ac-
cident" or "loss" occurred;
(2) The "insured's" name and ad-
dress; and
To the extent possible, the
names and addresses of any in-
jured persons and witnesses.
b. Additionally, you and any other in-
volved "insured" must:
(3)
(1) Assume no obligation, make no
payment or incur no expense
without our consent, except at
the "insured's" own cost.
(2) Immediately send us copies of
any request, demand, order, no-
tice, summons or legal paper re-
ceived concerning the claim or
"suit".
(3)
Cooperate with us in the inves-
tigation or settlement of the
claim or defense against the
"suit".
(4) Authorize us to obtain medical
records or other pertinent infor-
mation.
(5)
Submit to examination, at our
expense, by physicians of our
choice, as often as we reason-
ably require.
c. If there is "loss" to a covered "auto"
or its equipment you must also do
the following:
(1) Promptly notify the police if the
covered "auto" or any of its
equipment is stolen.
©ISO Properties, Inc., 2005 Page 8 of 13
(2) Take all reasonable steps to pro-
tect the covered "auto" from fur-
ther damage. Also keep a record
of your expenses for consider-
ation in the settlement of the
claim.
(3)
Permit us to inspect the covered
"auto" and records proving the
"loss" before its repair or dis-
position.
(4) Agree to examinations under
oath at our request and give us a
signed statement of your an-
swers.
3. Legal Action Against Us
No one may bring a legal action against
us under this Coverage Form until:
a. There has been full compliance with
all the terms of this Coverage Form;
and
b. Under Liability Coverage, we agree
in writing that the "insured" has an
obligation to pay or until the amount
of that obligation has finally been
determined by judgment after trial.
No one has the right under this poli-
cy to bring us into an action to deter-
mine the "insured's" liability.
4. Loss Payment - Physical Damage
Coverages
At our option we may:
a. Pay for, repair or replace damaged
or stolen property;
b. Return the stolen property, at our ex-
pense. We will pay for any damage
that results to the "auto" from the
theft; or
c. Take all or any part of the damaged
or stolen property at an agreed or
appraised value.
If we pay for the "loss", our payment
will include the applicable sales tax for
the damaged or stolen property.
CA 00 01 03 06
5. Transfer Of Rights Of Recovery Against
Others To Us
If any person or organization to or for
whom we make payment under this Cov-
erage Form has rights to recover dam-
ages from another, those rights are
transferred to us. That person or organi-
zation must do everything necessary to
secure our rights and must do nothing
after "accident" or "loss" to impair
them.
B. General Conditions
1. Bankruptcy
Bankruptcy or insolvency of the "in-
sured" or the "insured's" estate will not
relieve us of any obligations under this
Coverage Form.
2. Concealment, Misrepresentation Or
Fraud
This Coverage Form is void in any case
of fraud by you at any time as it relates
to this Coverage Form. It is also void if
you or any other "insured", at any time,
intentionally conceal or misrepresent a
material fact concerning:
a. This Coverage Form;
b. The covered "auto";
c. Your interest in the covered "auto";
or
d. A claim under this Coverage Form.
3. Liberalization
If we revise this Coverage Form to pro-
vide more coverage without additional
premium charge, your policy will auto-
matically provide the additional coverage
as of the day the revision is effective in
your state.
4. No Benefit To Bailee - Physical Damage
Coverages
We will not recognize any assignment or
grant any coverage for the benefit of any
person or organization holding, storing
or transporting property for a fee regard-
less of any other provision of this Cov-
erage Form.
©ISO Properties, Inc., 2005 Page 9 of 13
5. Other Insurance
a. For any covered "auto" you own,
this Coverage Form provides primary
insurance. For any covered "auto"
you don't own, the insurance pro-
vided by this Coverage Form is ex-
cess over any other collectible
insurance. However, while a covered
"auto" which is a "trailer" is con-
nected to another vehicle, the Liabil-
ity Coverage this Coverage Form
provides for the "trailer" is:
(1) Excess while it is connected to a
motor vehicle you do not own.
(2) Primary while it is connected to
a covered "auto" you own.
b. For Hired Auto Physical Damage
Coverage, any covered "auto" you
lease, hire, rent or borrow is deemed
to be a covered "auto" you own.
However, any "auto" that is leased,
hired, rented or borrowed with a
driver is not a covered "auto".
c. Regardless of the provisions of Para-
graph a. above, this Coverage Form's
Liability Coverage is primary for any
liability assumed under an "insured
contract".
d. When this Coverage Form and any
other Coverage Form or policy cov-
ers on the same basis, either excess
or primary, we will pay only our
share. Our share is the proportion
that the Limit of Insurance of our
Coverage Form bears to the total of
the limits of all the Coverage Forms
and policies covering on the same
basis.
6. Premium Audit
a. The estimated premium for this Cov-
erage Form is based on the expo-
sures you told us you would have
when this policy began. We will
compute the final premium due
when we determine your actual ex-
posures. The estimated total premi-
um will be credited against the final
premium due and the first Named
Insured will be billed for the balance,
if any. If the estimated total premium
exceeds the final premium due, the
first Named Insured will get a re-
fund.
CA 00 01 03 06
b. If this policy is issued for more than
one year, the premium for this Cov-
erage Form will be computed annu-
ally based on our rates or premiums
in effect at the beginning of each
year of the policy.
7. Policy Period, Coverage Territory
Under this Coverage Form, we cover "ac-
cidents" and "losses" occurring:
a. During the policy period shown in
the Declarations; and
b. Within the coverage territory.
The coverage territory is:
a. The United States of America;
b. The territories and possessions of
the United States of America;
c. Puerto Rico;
d. Canada; and
e. Anywhere in the world if:
(1) A covered "auto" of the private
passenger type is leased, hired,
rented or borrowed without a
driver for a period of 30 days or
less; and
(2) The "insured's" responsibility to
pay damages is determined in a
"suit" on the merits, in the Unit-
ed States of America, the ter-
ritories and possessions of the
United States of America, Puerto
Rico, or Canada or in a settle-
ment we agree to.
We also cover "loss" to, or "accidents"
involving, a covered "auto" while being
transported between any of these places.
8. Two Or More Coverage Forms Or Poli-
cies Issued By Us
If this Coverage Form and any other Cov-
erage Form or policy issued to you by us
or any company affiliated with us apply
to the same "accident", the aggregate
maximum Limit of Insurance under all
the Coverage Forms or policies shall not
exceed the highest applicable Limit of
Insurance under any one Coverage Form
or policy. This condition does not apply
to any Coverage Form or policy issued
by us or an affiliated company specifi-
cally to apply as excess insurance over
this Coverage Form.
©ISO Properties, Inc., 2005 Page 10 of 13
1.1 SECTION V - DEFINITIONS
A. "Accident" includes continuous or repeated
exposure to the same conditions resulting in
"bodily injury" or "property damage".
B.
C.
D.
"Auto" means;
1. A land motor vehicle, "trailer" or semi-
trailer designed for travel on public
roads; or
2. Any other land vehicle that is subject to
a compulsory or financial responsbility
law or other motor vehicle insurance law
where it is licensed or principally ga-
raged.
However, "auto" does not include "mobile
equipment".
"Bodily injury" means bodily injury, sickness
or disease sustained by a person including
death resulting from any of these.
"Covered pollution cost or expense" means
any cost or expense arising out of:
1. Any request, demand, order or statutory
or regulatory requirement that any "in-
sured" or others test for, monitor, clean
up, remove, contain, treat, detoxify or
neutralize, or in any way respond to, or
assess the effects of "pollutants"; or
2. Any claim or "suit" by or on behalf of a
governmental authority for damages be-
cause of testing for, monitoring, cleaning
up, removing, containing, treating, detox-
ifying or neutralizing, or in any way re-
sponding to or assessing the effects of
"pollutants".
"Covered pollution cost or expense" does not
include any cost or expense arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or es-
cape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by,
handled, or handled for move-
ment into, onto or from the cov-
ered "auto";
(2) Otherwise in the course of
transit by or on behalf of the
"insured";
Being stored, disposed of, treat-
ed or processed in or upon the
covered "auto"; or
(3)
CA 00 01 03 06
b. Before the "pollutants" or any prop-
erty in which the "pollutants" are
contained are moved from the place
where they are accepted by the "in-
sured" for movement into or onto
the covered "auto"; or
c. After the "pollutants" or any prop-
erty in which the "pollutants" are
contained are moved from the cov-
ered "auto" to the place where they
are finally delivered, disposed of or
abandoned by the "insured."
Paragraph a. above does not apply to
fuels, lubricants, fluids, exhaust gas-
es or other similar "pollutants" that
are needed for or result from the
normal electrical, hydraulic or me-
chanical functioning of the covered
"auto" or its parts, if:
(1) The "pollutants" escape, seep,
migrate, or are discharged, dis-
persed or released directly from
an "auto" part designed by its
manufacturer to hold, store, re-
ceive or dispose of such "pollu-
tants"; and
(2) The "bodily injury," "property
damage" or "covered pollution
cost or expense" does not arise
out of the operation of any
equipment listed in Paragraphs
6.b. or 6.c. of the definition of
"mobile equipment."
Paragraphs b. and c. above do not
apply to "accidents" that occur away
from premises owned by or rented
to an "insured" with respect to "pol-
lutants" not in or upon a covered
"auto" if:
(1) The "pollutants" or any property
in which the "pollutants" are
contained are upset, overturned
or damaged as a result of the
maintenance or use of a covered
"auto"; and
(2) The discharge, dispersal, seep-
age, migration, release or escape
of the "pollutants" is caused di-
rectly by such upset, overturn or
damage.
©ISO Properties, Inc., 2005 Page 11 of 13
E. "Diminution in value" means the actual or
perceived loss in market value or resale val-
ue which results from a direct and accidental
"loss".
F. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".
G. "Insured" means any person or organization
qualifying as an insured in the Who Is An
Insured provision of the applicable coverage.
Except with respect to the Limit of Insurance,
the coverage afforded applies separately to
each insured who is seeking coverage or
against whom a claim or "suit" is brought.
H. "Insured contract" means:
1. A lease of premises;
2. A sidetrack agreement;
3. Any easement or license agreement, ex-
cept in connection with construction or
demolition operations on or within 50
feet of a railroad;
4. An obligation, as required by ordinance,
to indemnify a municipality, except in
connection with work for a municipality;
5. That part of any other contract or agree-
ment pertaining to your business (includ-
ing an indemnification of a municipality
in connection with work performed for a
municipality) under which you assume
the tort liability of another to pay for
"bodily injury" or "property damage" to
a third person or organization. Tort liabil-
ity means a liability that would be im-
posed by law in the absence of any
contract or agreement.
6. That part of any contract or agreement
entered into, as part of your business,
pertaining to the rental of lease, by you
or any of your "employees", of any
"auto." However, such contract or agree-
ment shall not be considered an "insured
contract" to the extent that it obligates
you or any of your "employees" to pay
for "property damage" to any "auto" re-
nted or leased by you or any of your
"employees".
An "insured contract" does not include
that part of any contract or agreement:
CA 00 01 03 06
a. That indemnifies a railroad for "bod-
ily injury" or "property damage"
arising out of construction or demoli-
tion operations, within 50 feet of any
railroad property and affecting any
railroad bridge or trestle, tracks, road
beds, tunnel, underpass or crossing;
or
b. That pertains to the loan, lease or
rental of an "auto" to you or any of
your "employees", if the "auto" is
loaned, leased or rented with a driv-
er; or
c. That holds a person or organization
engaged in the business of transport-
ing property by "auto" for hire harm-
less for your use of a covered "auto"
over a route or territory that person
or organization is authorized to serve
by public authority.
I. "Leased worker" means a person leased to
you by a labor leasing firm under an agree-
ment between you and the labor leasing firm,
to perform duties related to the conduct of
your business. "Leased worker" does not in-
clude a "temporary worker".
J. "Loss" means direct and accidental loss or
damage.
K. "Mobile equipment" means any of the fol-
lowing types of land vehicles, including any
attached machinery or equipment:
1. Bulldozers, farm machinery, forklifts and
other vehicles designed for use princi-
pally off public roads;
2. Vehicles maintained for use solely on or
next to premises you own or rent;
3. Vehicles that travel on crawler treads;
4. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility
to permanently mounted:
a. Power cranes, shovels, loaders, dig-
gers or drills; or
b. Road construction or resurfacing
equipment such as graders, scrapers
or rollers.
©ISO Properties, Inc., 2005 Page 12 of 13
5. Vehicles not described in Paragraphs 1.,
2., 3., or 4. above that are not self-pro-
pelled and are maintained primarily to
provide mobility to permanently attached
equipment of the following types:
a. Air compressors,
ators, including
building cleaning,
ration, lighting
equipment; or
pumps and gener-
spraying, welding,
geophysical explo-
and well servicing
b. Cherry pickers and similar devices
used to raise or lower workers.
6. Vehicles not described in Paragraphs 1.,
2., 3. or 4. above maintained primarily
for purposes other than the transporta-
tion of persons or cargo. However, self-
propelled vehicles with the following
types of permanently attached equipment
are not "mobile equipment" but will be
considered "autos":
a. Equipment designed primarily for:
(1) Snow removal;
(2) Road maintenance, but not con-
struction or resurfacing; or
Street cleaning;
(3)
b. Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
c. Air compressors, pumps and
gener£tors, including spraying, weld-
ing, building cleaning, geophysical
exploration, lighting or well servicing
equipment.
However, "mobile equipment" does not in-
clude land vehicles that are subject to a com-
pulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged. Land vehicles
subject to a compulsory or financial respon-
sibility law or other motor vehicle insurance
law are considered "autos".
CA 00 01 03 06
L. "Pollutants" means any solid, liquid, gaseous
or thermal irritant or contaminant, including
smoke, vapor, soot, fumes, acids, alkalis,
chemicals and waste. Waste includes materi-
als to be recycled, reconditioned or re-
claimed.
M. "Property damage" means damage to or loss
of use of tangible property.
N. "Suit" means a civil proceeding in which:
1. Damages because of "bodily injury" or
"property damage"; or
2. A "covered pollution cost or expense",
to which this insurance
"Suit" includes:
a.
An arbitration
such damages
applies, are alleged.
proceeding in which
or "covered pollution
costs or expenses" are claimed and
to which the "insured" must submit
or does submit with our consent; or
b. Any other alternative dispute resolu-
tion proceeding in which such dam-
ages or "covered pollution costs or
expenses" are claimed and to which
the insured submits with our con-
sent.
O. "Temporary worker" means a person who is
furnished to you to substitute for a perma-
nent "employee" on leave or to meet sea-
sonal or short-term workload conditions.
P. "Trailer" includes semitrailer.
©ISO Properties, Inc., 2005 Page 13 of 13
SATE
COMPENSATION
INSURANCE
FUND
HOME OFFICE
SAN FRANCISCO
ENDORSEMENT AGREEMENT
WAIVER OF SUBROGATION
BLANKET BASIS
EFFECTIVE JULY 1,
AND EXPIRING JULY
ALL EFFECTIVE DATES ARE
AT 12:01 AM PACIFIC
STANDARD TIME OR THE
TIME INDICATED AT
PACIFIC STANDARD TIME
TURBO DATA SYSTEMS INC
18302 IRVINE BLVD STE 200
TUSTIN, CA 92780
AT 12.01 A.M.
1, AT 12.01 A.M.
WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE
LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL
NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR
ORGANIZATION NAMED IN THE SCHEDULE.
THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU
PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US.
THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE
2.00% OF THE TOTAL POLICY PREMIUM.
SCHEDULE
PERSON OR ORGANIZATION
ANY PERSON OR ORGANIZATION
FOR WHOM THE NAMED INSURED
HAS AGREED BY WRITTEN
CONTRACT TO FURNISH THIS
WAIVER
JOB DESCRIPTION
BLANKET WAIVER OF
SUBROGATION
9103640 -
RENEWAL
SP
PAGE 1 OF 1
NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND
ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER; WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN TI -HS ENDORSEMENT.
COUNTERSIGNED AND ISSUED AT SAN FRANCISCO:
JUNE 23, 2020
AUTHORIZED REPRESENT IVE PRESIDENT AND CEO
SCIF FORM 10217 (REV.4-2018)
2572
OLD DP 217