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HomeMy WebLinkAboutPW Third Street Safety Improvements Project; CC 04-18-22Contract This public works contract ("Contract") is entered into by and between the City of San Rafael ("City") and Ghilotti Bros. Inc., a corporation authorized to do business in California, ("Contractor"), for work on the Third Street Safety Improvements Project ("Project"). The parties agree as follows: Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid Proposal to perform the Work to construct the Project. On 20,&ZCity authorized award of this Contract to Contractor for the amount set 'fopT in Section 4, below. 2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract. 2.1 Notice Inviting Bids; 2.2 Instructions to Bidders; 2.3 Addenda, if any; 2.4 Bid Proposal and attachments thereto; 2.5 Contract; 2.6 Payment and Performance Bonds; 2.7 General Conditions; 2.8 Special Conditions; 2.9 Project Plans and Specifications; 2.10 Change Orders, if any; 2.11 Notice of Potential Award; 2.12 Notice to Proceed; and 2.13 The following: Required Contract Provisions Federal -Aid Construction Contracts, May 1, 2012 Federal Minimum Wage Rates April 1, 2022 3. Contractor's Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. 4. Payment. As full and complete compensation for Contractor's timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $ 2,236,926 ("Contract Price") for all of Contractor's direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions. Time for Completion. Contractor will fully complete the Work for the Project, meeting all requirements for Final Completion, within two calendar years from the commencement date given in the Notice to Proceed ("Contract Time"). By signing below, Contractor expressly waives any claim for delayed early completion. Third Street Safety Improvements 2022 Form CONTRACT Project Number: 11362-02 Pagel 6. Liquidated Damages. As further specified in Section 5.4 of the General Conditions, if Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $500 per day for each day of unexcused delay in achieving Final Completion, and such liquidated damages may be deducted from City's payments due or to become due to Contractor under this Contract. 7. Labor Code Compliance. 7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers' compensation insurance, as further specified in Article 9 of the General Conditions. 7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http:l/www. d i r. ca. g ovlD LSR . 7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions. 8. Workers' Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: "I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract." 9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract. 10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City. 11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows: Third Street Safety Improvements 2022 Form CONTRACT Project Number: 11362-02 Page 2 City: City of San Rafael, Public Works 111 Morphew Street San Rafael, CA 94901 415-458-5347 Attn: Shawn Graf shawn.graf@cityofsanrafael.org Copy to: April Miller, Assistant Director April.Miller@cityofsanrafael.org Contractor: Name: Ghilotti Bros., Inc. Address: 525 Jacoby Street City/State/Zip: San Rafael, CA 94901 Phone: (415) 454-7011 Attn: Lance Bushnell Email: lanceb@gbi1914.com 12. General Provisions. 12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City's written consent. This Contract is binding on Contractor's and City's lawful heirs, successors and permitted assigns. 12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract. 12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Marin County Superior Court, and no other place. Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Marin County, California. 12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract. 12.5 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor. 12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect. 12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the "Act"), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act. Third Street Safety Improvements 2022 Form CONTRACT Project Number: 11362-02 Page 3 12.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313. The parties agree to this Contract as witnessed by the signatures below: CITY: r Appr iced as to form: S/ s/ 1 ry JIM CHtJ . CityZnag r 3jj�iROBE PSTI=IN, City Atto ney Date: ' Date: Attest: sl X, U '( LINDSAY LARA, City Clerk Date: CONTRACTOR: Ghilotti Bros., Inc. Business Name - i. t &. s/ Michael M. Ghilotti, President Name, Title Date: 5 ( Second Signature (See Section 12.8): �� sl Daniel Chin, CFO Name, Title Date: S 124 l 12^ Seal: 132128, expires 12/31/23 Contractor's California License Number(s) and Expiration Date(s) END OF CONTRACT Third Street Safety Improvements 2022 Form CONTRACT Project Number: 11362-02 Page 4 DUPLICATE ORIGINAL Bond Executed in Duplicate Bond No: 57BCSIU4668 Performance Bond Premium: $15,686 The City of San Rafael ("City") and Ghilotti Bros. Inc. ("Contractor") have entered into a contract for work on the Third Street Safety Improvements Project ("Project"). The Contract is incorporated by reference into this Performance Bond ("Bond"). 1. General. Under this Bond, Contractor as principal and Hartford Fire Insurance Company its surety ("Surety"), are bound to City as obligee for an amount not less than Two Million Two Hundred* S 2.236.926.00* to ensure Contractor's faithful performance of its obligations under the Contract. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor. *Thirty Six Thousand Nine Hundred Twenty Six & 00/100 --- 2. Surety's Obligations. Surety's obligations are co -extensive with Contractor's obligations under the Contract. If Contractor fully performs its obligations under the Contract, including its warranty obligations under the Contract, Surety's obligations under this Bond will become null and void. Otherwise, Surety's obligations will remain in full force and effect. 3. Waiver. Surety waives any requirement to be notified of and further consents to any alterations to the Contract made under the applicable provisions of the Contract Documents, including changes to the scope of Work or extensions of time for performance of Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845. 4. Application of Contract Balance. Upon making a demand on this Bond for completion of the Work prior to acceptance of the Project, City will make the Contract Balance available to Surety for completion of the Work under the Contract. For purposes of this provision, the Contract Balance is defined as the total amount payable by City to Contractor as the Contract Price minus amounts already paid to Contractor, and minus any liquidated damages, credits, or backcharges to which City is entitled under the terms of the Contract. 5. Contractor Default. Upon written notification from City of Contractor's termination for default under Article 13 of the Contract General Conditions, time being of the essence, Surety must act within the time specified in Article 13 to remedy the default through one of the following courses of action: 5.1 Arrange for completion of the Work under the Contract by Contractor, with City's consent, but only if Contractor is in default solely due to its financial inability to complete the Work; 5.2 Arrange for completion of the Work under the Contract by a qualified contractor acceptable to City, and secured by performance and payment bonds issued by an admitted surety as required by the Contract Documents, at Surety's expense; or 5.3 Waive its right to complete the Work under the Contract and reimburse City the amount of City's costs to have the remaining Work completed. 6. Surety Default. If Surety defaults on its obligations under the Bond, City will be entitled to recover all costs it incurs due to Surety's default, including legal, design professional, or delay costs. 7. Notice. Any notice to Surety may be given in the manner specified in the Contract and sent to Surety as follows: Attn: Keith Lovitt Third Street Safety Improvements 2022 Form PERFORMANCE BOND Project Number: 11362-02 Page 7 Address. One Pointe Drive, 6th Floor City/State/Zip Brea. CA 92821 Phone: (469) 287-1022 Fax: (866)780-9956 Email: Keith. Lovittthehartford.com 8. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond. Effective Date; Execution. This Bond is entered into and effective on May 5th , 2022 . SURETY: Hartford Fire Insurance Comoan Business rme s/ At lilt Ka re ni Rhodes, Attornev-ln-Fact Name, Title Date May 5th, 2022 (Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR: Ghilotti Bros., Inc. Business N me s/. Lance A. Bushnell, Vice President, Estimating Name, Title APPROVED BY CITY: s/ ROB RT F. EPSTEIN, City Attorney CLW 2--,2) ,22-2 Date `J END OF PERFORMANCE BOND Date Third Street Safety Improvements 2022 Form PERFORMANCE BOND Project Number: 11362-02 Page 8 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin On 5/23/2022 before me, Natalia Kataoka, Notary Public (insert name and title of the officer) personally appeared Lance A. Bushnell who proved to me on the basis of satisfactory evidence to be the person(s) whose names is are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) *my NATALIA KATAOKA Notary Public - California iAarin CountyCommission R 2309562rr Comm. Expires Oct 20, 2023 1, CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin �r]7 —,,7�) On ���u.�� before me, K. Holtemann, Notary Public Jr date Here Insert Name and Title of the Officer } personally appeared _ _ Karen Rhodes Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are- subscribed to the within instrument and acknowledged to me that he/she/tlbey executed the same in his/her/t'beir authorized capacity(ies), and that by his/her/theiF signature(e) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ' °' • K. HOLTEMANN Notary Public - Califorma = s Marin county Signature Commission # 2261197 My Comm. Expires Oct 31, 2022 Signature of Notary Public U!!: Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Number of Pages: Signer(s) Other Than Named Above: _ Capacity(ies) Claimed by Signer(s) Signer's Name: - - - ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attome act El Trustee El Man or Conservator ❑ Other: Signer I presenting: �gner's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association • www.NationaiNotary.org - 1 -800 -US NOTARY (1-800-876-6827) Item #5907 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: WOODRUFF SAWYER & COMPANY Agency Code: 57-554795 0 Hartford Fire Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Casualty Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws ofthe State of Connecticut Hartford Underwriters Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Twin City Fire Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Insurance Company of Illinois, a corporation duly organized under the laws ofthe State oflllinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws ofthe State of Indiana 0 Hartford Insurance Company of the Southeast, a corporation duly organized under the laws ofthe State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to the amount of Unlimited : Nerissa S. Bartolome, Alicia Dass, Joan DeLuca, Patrick R Diebel, Andrew S. Holloway, Kelly Holtemann, Thomas E. Hughes, Mark M. Munekawa, Zachary V. Overbay, Christina Parsons, Karen Rhodes, Yvonne Roncagliolo, Charles R. Shoemaker, Valerie Takeuchi , Peter Tam of SAN FRANCISCO, California their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by N, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. $ �y � wiy � $M �` �•r iA1► ATE ! O T 9 � O.D.- Shelby Wiggins, Assistant Secretary Joelle L. LaPlerre, Assistant Vice President STATE OF FLORIDA Ss. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by like authority. Jessica Ciccone My Commission HH 122280 Expires June 20, 2025 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of May 5, 2022 Signed and sealed in Lake Mary, Florida. ecx1 �/ y4•sd •��� . �+`� • �w, «uvrs ' hey+.+' Keith D. Dozois, Assistant Vice President Direct Inquiries/Claims to: THE HARTFORD POWER OF ATTORNEY BOND,ctic One Hartford Plaza Hartford, Connecticut 06155 Bond_Claims thehartford.com call: 888-266-3488 or fax: 860-757-5835 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: WOODRUFF SAWYER & COMPANY Agency Code: 57-554795 0 Hartford Fire Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Casualty Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws ofthe State of Connecticut Hartford Underwriters Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Twin City Fire Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Insurance Company of Illinois, a corporation duly organized under the laws ofthe State oflllinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws ofthe State of Indiana 0 Hartford Insurance Company of the Southeast, a corporation duly organized under the laws ofthe State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to the amount of Unlimited : Nerissa S. Bartolome, Alicia Dass, Joan DeLuca, Patrick R Diebel, Andrew S. Holloway, Kelly Holtemann, Thomas E. Hughes, Mark M. Munekawa, Zachary V. Overbay, Christina Parsons, Karen Rhodes, Yvonne Roncagliolo, Charles R. Shoemaker, Valerie Takeuchi , Peter Tam of SAN FRANCISCO, California their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by N, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. $ �y � wiy � $M �` �•r iA1► ATE ! O T 9 � O.D.- Shelby Wiggins, Assistant Secretary Joelle L. LaPlerre, Assistant Vice President STATE OF FLORIDA Ss. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by like authority. Jessica Ciccone My Commission HH 122280 Expires June 20, 2025 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of May 5, 2022 Signed and sealed in Lake Mary, Florida. ecx1 �/ y4•sd •��� . �+`� • �w, «uvrs ' hey+.+' Keith D. Dozois, Assistant Vice President Bond Executed in Duplicate Payment Bond DUPLICATE ORIGINAL Bond No: 57BCSIU4668 Premium: Included The City of San Rafael ("City") and Ghilotti Bros. Inc. ("Contractor") have entered into a contract for work on the Third Street Safety Improvements Project ("Project"). The Contract is incorporated by reference into this Payment Bond ("Bond"). 1. General. Under this Bond, Contractor as principal and Hartford Fire Insurance Company its surety ("Surety"), are bound to City as obligee in an amount not less than Two Million Two Hundred* $ 2.236.926.00' , under California Civil Code § 9550 et seq., to ensure payment to authorized claimants. This Bond is binding on the respective successors, assigns, owners, heirs, or executors of Surety and Contractor. *Thirty Six Thousand Nine Hundred Twenty Six & 00/100 --- Surety's Obligation. If Contractor or any of its Subcontractors fails to pay a person authorized in California Civil Code § 9100 to assert a claim against a payment bond, any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Contractor and its Subcontractors under California Unemployment Insurance Code § 13020 with respect to the work and labor, then Surety will pay the obligation. 3. Beneficiaries. This Bond inures to the benefit of any of the persons named in California Civil Code § 9100, so as to give a right of action to those persons or their assigns in any suit brought upon this Bond. Contractor must promptly provide a copy of this Bond upon request by any person with legal rights under this Bond. 4. Duration. If Contractor promptly makes payment of all sums for all labor, materials, and equipment furnished for use in the performance of the Work required by the Contract, in conformance with the time requirements set forth in the Contract and as required by California law, Surety's obligations under this Bond will be null and void. Otherwise, Surety's obligations will remain in full force and effect. 5. Waivers. Surety waives any requirement to be notified of alterations to the Contract or extensions of time for performance of the Work under the Contract. Surety waives the provisions of Civil Code §§ 2819 and 2845. City waives the requirement of a new bond for any supplemental contract under Civil Code § 9550. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows: Attn Keith Lovitt Address: Onp Pointe Drive 6th Flonr City/State/Zip: Brea. CA 92821 Phone (469) 287-1022 Email: Keith.Lovitt@thehartford.com 6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Marin County Superior Court, and no other place. Surety will be responsible for City's attorneys' fees and costs in any action to enforce the provisions of this Bond. [Signatures are on the following page.] Third Street Safety Improvements 2022 Form PAYMENT BOND Project Number: 11362-02 Page 5 7. Effective Date; Execution. This Bond is entered into and is effective on May 5th 2022. SURETY: Hartford Fire Insurance Company Busin!,-s I bme ,� s/ May 5th, 2022 Date Karen hodes, Attorney -in -Fact Name, Title (Attach Acknowledgment with Notary Seal and Power of Attorney) CONTRACTOR: Ghilotti Bros., Inc. Business Name s/ tom. r•y Lance A. Bushnell, Vice President, Estimating Name, Title APPROVED BY CITY: sl _00J'U-Li �P4J ROBEPT F. EPSTEIN, City Atorney M c vl -2 % 2z Date k -J I" Date z2 END OF PAYMENT BOND Third Street Safety Improvements 2022 Form PAYMENT BOND Project Number: 11362-02 Page 6 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin On 5/23/2022 before me, Natalia Kataoka, Notary Public (insert name and title of the officer) personally appeared Lance A. Bushnell who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) %Av NATALIAKATAOKA Notary Public - CalifornMarin County K - Commission K 2309562 Comm. Expires Oct 20, 2023 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Marin On r ' before me, Date personally appeared K. Holtemann, Notary Public Here Insert Name and Title of the Officer - Karen Rhodes Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(a) whose name(s) is/are- subscribed to the within instrument and acknowledged to me that he/she/" executed the same in hWher/their authorized capacity(ies), and that by his/her/theif signature(e) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. a' K. HOLTEMANN / Notary Public - Califoraia z Signature, `=Z L� ( � Marin County > = F Commission k 2261197 Signature of Notary Public � My Comm. Expires Oct 31, 2022 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. l Description of Attached Document Title or Type of Document: Document Number of Pages:. _ - Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attome act El Trustee ❑ ian or Conservator ❑ Other: Signer ! presenting: 3rner's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: WOODRUFF SAWYER & COMPANY Agency Code: 57-554795 Hartford Fire Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Casualty Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Underwriters Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Twin City Fire Insurance Company, a corporation duly organized under the laws ofthe State oflndiana Hartford Insurance Company of Illinois, a corporation duly organized under the laws ofthe State of Illinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws ofthe State of Indiana Hartford Insurance Company of the Southeast, a corporation duly organized under the laws ofthe State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to the amount of Unlimited : Nerissa S. Bartolome, Alicia Dass, Joan DeLuca, Patrick R Diebel, Andrew S. Holloway, Kelly Holtemann, Thomas E. Hughes, Mark M. Munekawa, Zachary V. Overbay, Christina Parsons, Karen Rhodes, Yvonne Roncagliolo, Charles R. Shoemaker, Valerie Takeuchi , Peter Tam of SAN FRANCISCO, California their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. �'Mb ■ R —' ■ i■ ?: 7D 7 9 ! '8 ! • • v'� ��M� •,� �f+rF •li • a, �l l�sO�S �ar� Shelby Wiggins, Assistant Secretary Joelle L. LaPierre. Assistant Vice President STATE OF FLORIDA ss. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by hike authority. Jessica Ciccone pr F� My Coiwnission HH 122280 Expires June 20, 2025 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of May 5, 2022 Signed and sealed in Lake May; Florida. wtw'c+n~rt,V -f:a7Npw:7mawy9ry�._� ¢t� Keith D. Dozois, Assistant Vice President Direct Inquiries/Claims to: THE HARTFORD POWER OF ATTORNEY BOND, T-11 Haford Plaza Hartford,One onne tcut06155 Bond.C[aims&hehartford. com call: 888-266-3488 or fax: 860-757-5835 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: WOODRUFF SAWYER & COMPANY Agency Code: 57-554795 Hartford Fire Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Casualty Insurance Company, a corporation duly organized under the laws ofthe State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Hartford Underwriters Insurance Company, a corporation duly organized under the laws ofthe State of Connecticut 0 Twin City Fire Insurance Company, a corporation duly organized under the laws ofthe State oflndiana Hartford Insurance Company of Illinois, a corporation duly organized under the laws ofthe State of Illinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws ofthe State of Indiana Hartford Insurance Company of the Southeast, a corporation duly organized under the laws ofthe State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to the amount of Unlimited : Nerissa S. Bartolome, Alicia Dass, Joan DeLuca, Patrick R Diebel, Andrew S. Holloway, Kelly Holtemann, Thomas E. Hughes, Mark M. Munekawa, Zachary V. Overbay, Christina Parsons, Karen Rhodes, Yvonne Roncagliolo, Charles R. Shoemaker, Valerie Takeuchi , Peter Tam of SAN FRANCISCO, California their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. �'Mb ■ R —' ■ i■ ?: 7D 7 9 ! '8 ! • • v'� ��M� •,� �f+rF •li • a, �l l�sO�S �ar� Shelby Wiggins, Assistant Secretary Joelle L. LaPierre. Assistant Vice President STATE OF FLORIDA ss. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by hike authority. Jessica Ciccone pr F� My Coiwnission HH 122280 Expires June 20, 2025 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of May 5, 2022 Signed and sealed in Lake May; Florida. wtw'c+n~rt,V -f:a7Npw:7mawy9ry�._� ¢t� Keith D. Dozois, Assistant Vice President .4CaRL7�DATE CERTIFICATE OF LIABILITY INSURANCE (MM/DD/YYYY) ��. 4/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu Of such endorsement(s). PRODUCER CONTACT 14AME Chris Kellam Woodruff -Sawyer & Co. _ PHONE _ FA% 50 California Street, Floor 12 twc_No.ExH, 415-402-6521 [A1c.Naf; 415-989-9923 EDORILEss• ckelley@waodruffsawyer.corn San Francisco CA 94111 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company. 16535 INSURED GHILBRO-01 INSURER B: Illinois Union Insurance Company 27960 Ghilotti Bros, Inc. 525 Jacoby Street INSURER C: San Rafael, CA 94901 INSURER D: INSURER E., INSURER F: COVERAGES CERTIFICATE NUMBER: 1861726046 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AODL SUER POLICYNUMBER EFF MWDCD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GLOO92422001 10/1/2021 10/1/2022 EACH OCCURRENCE 52,000,000 CLAIMS -MADE FRI OCCUR PREMISES Me ommy"eriml$ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PELT LOC PRODUCTS-COMP/QPAGG $4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y BAP092421701 10/1/2021 10/1/2022 COMBINED SINGLE LIMIT $2,000,000 (Ea a;xIdgni) BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ P r a n X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ I $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y WC056260101 10/1/2021 10/1/2022 X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? F N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B PollutionLiability Y Y COOG71830627002 10/1/2021 10/1/2022 Each Occurrence $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: GBI Jab # 22406 - Project Number: 11362-02 - Third Street Safety Improvements - The City its Council, officials, officers, employees, agents, volunteers and consultants are additional insured, on a primary, non-contributory basis, per the attached endorsements. Waiver of Subrogation is applicable with respect to General Liability, Workers Compensation, Business Automobile, and Pollution Liability, per the attached endorsements. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of San Rafael ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works AUTHOR12EDREP RES ENTATIVE 111 Morphew Avenue San Rafael CA 94901 A44 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Coverage Extension Endorsement 0 ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I Prem Return Prem. BAP092421701 10/01/2021 10/01/2022 10/01/2021 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II —Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment —Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U -CA -424-F CW (04-14) Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. The following is added to Paragraph 2. in the Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2, of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U -CA -424-F CW (04-14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc-, with its permission_ (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph BA.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". U -CA -424-F CW (04-14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. K. Airbag Coverage The Exclusion in Paragraph 13.3.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 13.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage — Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for 211 "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following is added to Section I — Covered Autos: Temporary Substitute Autos — Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U -CA -424-F CW (04-14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U -CA -424-F CW (04-14) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission, U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III — Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-F CW (04-14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. lum Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GL0092422001 Effective Date: 10/1/2021 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U -GL -2162-A CW (02/19) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products -completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products -completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. U -GL -2162-A CW (02/19) Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III — Limits Of Insurance: Additional Insured —Automatic — Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: U -GL -2162-A CW (02/19) Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. U -GL -2162-A CW (02/19) Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy No. GL0092422001 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, (4) we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for 'your work'; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 0 Insurance Services Office, Inc., 2012 CG 00 01 0413 POLICY NUMBER:GL0092422001 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAD NST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION THAT REQUIRES YOU TO WAIVE YOUR RIGHTS OF RECOVERY, IN A WRITTEN CONTRACT OR AGREEMENT WITH THE NAMED INSURED THAT IS EXECUTED PRIOR TO THE ACCIDENT OR LOSS. I Information required to complete this Schedule. if not shown above, will be shown in the Declarations. I The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above 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". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 0 Policy No. COOG71830627002 In the event the "insured" is entitled by law to select independent counsel to defend itself at the Insurer's expense, the attorney fees and all other litigation expenses the Insurer shall pay to that counsel are limited to the rates the Insurer actually pays to counsel that the Insurer normally retains in the ordinary course of business when defending "claims" or lawsuits of similar complexity in the jurisdiction where the "claim" arose or is being defended. In addition, the "insured" and the Insurer agree that the Insurer may exercise the right to require that such counsel: 1) have certain minimum qualifications with respect to their competency, including experience in defending "claims" similar to those being asserted against the "insured"; 2) maintain suitable errors and omissions insurance coverage; 3) be located within a reasonable proximity to the jurisdiction of the "claim"; and 4) agree in writing to respond in a timely manner to the Insurer's requests for information regarding the "claim". The "insured" may at any time, by its signed consent, freely and fully waive its right to select independent counsel. C. The "insured" shall have the right and the duty to retain a qualified environmental consultant or "catastrophe management firm" to: 1) perform any investigation and/or remediation of any "pollution condition" or "site environmental condition" covered pursuant to this Policy; or 2) perform "catastrophe management services" covered pursuant to this Policy, respectively. The "insured" must receive the consent of the Insurer prior to the selection and retention of any such environmental consultant or "catastrophe management firm", except in the event of an "emergency claim" that results in "emergency response costs". D. "Legal defense expenses" reduce the Limits of Liability identified in the Declarations to this Policy, and, unless specifically stated otherwise herein, any applicable Limits or Sublimits of Liability identified in any endorsement hereto. "Legal defense expenses" shall also be applied to the "self-insured retention". E. The Insurer shall present all settlement offers to the "insured". If the Insurer recommends a settlement which is acceptable to a claimant, exceeds any applicable "self-insured retention", is within the Limits of Liability, and does not impose any additional unreasonable burdens on the "insured", and the "insured" refuses to consent to such settlement offer, then the Insurer's duty to defend shall end. Thereafter, the "insured" shall defend such "claim" independently and at the "insured's" own expense. The Insurer's liability shall not exceed the amount for which the "claim" could have been settled if the Insurer's recommendation had been accepted, exclusive of the "self- insured retention". IV. COVERAGE TERRITORY The coverage afforded pursuant to this Policy shall only apply to "covered operations" and "transportation" performed, and "claims" made, within the United States of America. V. DEFINITIONS A. "Additional insured" means: 1. Any person or entity specifically endorsed onto this Policy as an "additional insured", if any. Such "additional insured" shall maintain only those rights that are specified by endorsement to this Policy; and 2. All clients, or other persons or entities, which a "named insured" is required by written contract or agreement with its client to secure such coverage, but solely with respect to "covered operations" or "transportation" performed for that client (hereinafter Client Additional Insureds). Such Client Additional Insureds are covered solely with respect to their vicarious liability for a monetary judgment, award or settlement of compensatory damages to which this insurance applies. B. "Adverse media coverage" means national or regional news exposure in television, radio, print or internet media that is reasonably likely to have a negative impact on the "insured" with respect to its income, reputation, community relations, public confidence or good will. C. "Bodily injury" means physical injury, illness, disease, mental anguish, emotional distress, or shock, sustained by any person, including death resulting therefrom, and any prospective medical monitoring costs that are intended to confirm any such physical injury, illness or disease. D. "Catastrophe management costs" means reasonable and necessary expenses approved by the Insurer, in writing, except for those expenses incurred during the same seven (7) day period associated with "emergency response costs", which have been incurred by the "insured" for the following: PF -46969 (04/15) Page 3 of 14 Policy #COOG7183o627002 basis over the remainder of the "policy period". Notwithstanding the foregoing, in the event a "claim" is first made against an "insured", or a "wrongful act", "pollution condition" or "site environmental condition" is first discovered by an "insured", during the "policy period", to which this insurance may apply, in whole or in part, then any remaining unearned premium, if any, shall be deemed immediately earned upon such event. Any unearned premium amounts due the "first named insured" upon cancellation of this Policy shall be calculated on a pro rata basis and refunded within thirty (30) days of the effective date of cancellation. B. Inspection and Audit To the extent of the "insured's" ability to provide such access, and with reasonable notice to the "insured", the Insurer shall be permitted, but not obligated, to inspect the "insured's" property and/or operations. Neither the Insurer's right to make inspections, the making of said inspections, nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the "insured" or others, to determine or warrant that such property or operations are safe or in compliance with applicable law. The Insurer may examine and audit the "insured's" books and records during this "policy period" and extensions thereof and within three (3) years after the final termination of this Policy. C. Legal Action Against the Insurer No person or organization other than an "insured" has a right pursuant to this Policy: 1. To join the Insurer as a party or otherwise bring the Insurer into a suit against any "insured"; or 2. To sue the Insurer in connection with this insurance unless all of the Policy terms have been fully complied with. A person or organization may sue the Insurer to recover after an agreed settlement or on a final judgment against an "insured". However, the Insurer shall not be liable for amounts that are not payable pursuant to the terms of this Policy or that are in excess of the applicable Limit of Liability. An agreed settlement means a settlement and release of liability signed by the Insurer, the "insured", and the claimant or the claimant's legal representative. Coverage E. Notwithstanding the foregoing, and solely with respect to coverage afforded pursuant to Coverage E. of this Policy, no action shall lie against the Insurer unless, as a condition precedent thereto, there has been full compliance with all of the terms and conditions of this Policy, and both the "responsible professionals" liability and the amount of the "responsible professionals"' obligations to pay have been finally determined either by final judgment against the "responsible professionals" after an actual contested "affirmative claim" or by the "named insured's" written settlement with the "responsible professionals" to which the Insurer has given its prior written approval. D. Bankruptcy The insolvency or bankruptcy of any "insured", or any "insured's" estate, shall not relieve the Insurer of its obligations pursuant to this Policy. However, any such insolvency or bankruptcy of the "insured", or the "insured's" estate, shall not relieve the "insured" of its "self-insured retention" obligations pursuant to this Policy. This insurance shall not replace any other insurance to which this Policy is excess, nor shall this Policy drop down to be primary, in the event of the insolvency or bankruptcy of any underlying insurer. E. Subrogation In the event of any payment pursuant to this Policy by the Insurer, the Insurer shall be subrogated to all of the rights of recovery against any person or organization, and the "insured" shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. All "insureds" shall do nothing to prejudice such rights. Any recovery as a result of subrogation proceedings arising pursuant to this Policy shall accrue first to the "insureds" to the extent of any payments in excess of the limit of coverage; then to the Insurer to the extent of its payment pursuant to the Policy; and then to the "insured" to the extent of the "self-insured retention". Expenses incurred in such subrogation proceedings shall be apportioned among the interested parties in the recovery in the proportion that each interested party's share in the recovery bears to the total recovery. PF -49723 (10/17) Page 19 of 22 Notwithstanding the foregoing, the Insurer hereby waives its rights to subrogate against all clients of a "named insured" where such waiver is required by written contract or agreement executed between a "named insured" and such client prior to the relevant "claim" or discovery of a "wrongful act", "pollution condition" or "site environmental condition" to which this insurance applies. Coverage E. Notwithstanding the foregoing, and solely with respect to coverage afforded pursuant to Coverage E. of this Policy„ the "named insured" agrees to provide a written transfer to the Insurer any rights against other "responsible professionals" that the "named insured" obtains pursuant to Section VII., NOTICE AND COOPERATION, Subsection F., of this Policy if the "named insured" has reasonably elected not to pursue same in furtherance of its "affirmative claim". The "named insureds" agree not to do anything to prejudice those rights. F. Representations By accepting this Policy, the "first named insured" agrees that: 1. The statements in the Declarations, schedules and endorsements to, and Application for, this Policy are accurate and complete; 2. Those statements and representations constitute warranties that the "first named insured" made to the Insurer; and 3. This Policy has been issued in reliance upon the "first named insured's" warranties. G. Separation of Insureds Except with respect to the Limits of Liability, Cancellation condition 2.a., and any applicable exclusions, this Policy applies: 1. As if each "named insured" were the only "insured"; and 2. Separately to each "named insured" against whom a "claim" is made, and any fraud, misrepresentation, breach of a condition or violation of any duty (hereinafter Breach) by an "insured" shall not prejudice coverage for any "named insured" pursuant to this Policy, provided that: 1) such "named insured' did not participate in, know of or assist in such Breach; and 2) such "named insured" is not a parent, subsidiary, partner, member, director, officer of, employer of or otherwise affiliated with, the "insured" that committed such Breach. H. Other Insurance Coverage A. 1. If other valid and collectible insurance is available to any "insured" covering a "loss" also covered by this Policy, other than a policy that is specifically written to apply in excess of this Policy, the insurance afforded by this Policy shall apply in excess of and shall not contribute with such other insurance. Coverages B. and C. 2. If other valid and collectible insurance is available to any "insured" covering "loss" also covered by this Policy, this insurance shall apply as primary insurance. The Insurer's obligations are not affected unless any other applicable, unaffiliated insurance is also determined to be primary. In that event, the Insurer shall share with the insurer underwriting such other insurance by the method described in Paragraph 2., below. 3. Method of Sharing If all of the other insurance permits contribution by equal shares, the Insurer shall follow this method also. Pursuant to this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, the Insurer shall PF -49723 (10/17) Page 20 of 22 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 10/01/2021 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. WC056260101 Endorsement No. issued to Ghilotti Bros., Inc. Premium (if any) $ ZURICH AMERICAN INSURANCE COMPANY (NAME OF INSURANCE COMPANY) Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.00% of the California workers' compensation pre- mium otherwise due on such remuneration. Schedule Person or Organization Job Description All Persons and/or Organizations that are required by All CA Operations written contract or agreement with the insured, executed prior to the accident or loss, that waiver of subrogation be provided under this policy for the work performed by you for that person and/or organization. WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Page 1 of 1 RAF��C ~'' 2 yo C,rTr WITH p, CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Ashley Dohrmann Extension: 3352 Contractor Name: Ghilotti Bros Contractor's Contact: Natalia Kataoka Contact's Email: nataliak@gbi1914.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 4/13/2022 Attorney c/o Laraine.Gittens@cityofsanrafael.org ®AD 2 City Attorney a. Review, revise, and comment on draft agreement 4/20/2022 ® LG and return to Project Manager 4/20/2022 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 4/27/2022 ® BG contractor 4 Project Manager Forward three (3) originals of final agreement to 4/28/2022 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 4/18/2022 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 5/25/2022 AD Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 1 /' agreement 8 City Attorney Review and approve insurance in PINS, and bonds ( `= City Manager/ Mayor (for Public Works Contracts) 9 Agreement executed by City Council authorized A Z— K official Attest signatures, retains original agreement and 10 City Clerk VW forwards copies to Project Manager � ee;�� 747- �L FA