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HomeMy WebLinkAboutCedar Avenue Recycling & Transfer Station, LP Indemnification Agreement - 1-18-24 DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into and effective on January 18, 2024 by and between the CITY OF FRESNO, a municipal corporation (City), and Cedar Avenue Recycling & Transfer Station, LP (Applicant). RECITALS WHEREAS, Applicant has applied to City for a Land Use Approval for the Subject Property, described on the attached Legal Description (Exhibit A) and with the addresses of 3457 S. Cedar Avenue, Fresno CA 93725, in accordance with ISO Container & Canopy Application No. P21-03801; and, WHEREAS, litigation challenging the granting or issuance of land use approvals by governmental bodies is proliferating, and such litigation exposes City to potential liability for damages, costs, and attorney's fees; and, WHEREAS, in such litigation, the person or entity receiving land use approvals is designated as a real party in interest and is the party that primarily and directly benefits from the granting or issuance of the land use approvals; and, WHEREAS, the City's Director of Planning and Development, Fresno City Planning Commission and Fresno City Council are objective decision-making bodies, and therefore have no special interest in the approval or denial of land use applications or the outcome of litigation arising from such grant or denial, except as to those which promote public policy;and, WHEREAS, City incurs great expense in the active defense of such litigation and, if unsuccessful, may also be required to pay the prevailing party's attorney's fees and costs; and, WHEREAS, fairness and sound fiscal policy require that the person or entity receiving the benefits of a land use approval should also bear the burden of the liability for potential injuries and the expense of such litigation and claims: and, WHEREAS, Applicant and City mutually desire to enter into this Indemnification Agreement, by which Applicant shall indemnify, (at City's request) defend, save and hold City harmless, in order that City shall bear no fiscal or financial burden whatsoever resulting from any litigation challenging the City's grant or issuance of land use approvals to Applicant, subject to the provisions of Section 2, below. 1. DEFINITIONS. (a) "Applicant" means [name of applicant and type of entity], and its heirs, assigns, or successors in interest. (b) "Land Use Approval", for purposes of this Agreement, shall mean any benefits arising from any of the following:the grant of[identify entitlement and Application No.], any approval of conditional use or development permits, any approval of building and demolition permits by the Historic Preservation Commission, and any document prepared pursuant to the California Environmental Quality Act (CEQA) or other law that is DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 approved in conjunction with any of these entitlements and permits. Land Use Approval does not include a ministerial permit. (c) "City" shall mean the City of Fresno, a municipal corporation. (d) "Project" shall mean the use of the land authorized by the Land Use Approval. 2. HOLD HARMLESS AND INDEMNIFICATION RELATED TO LAND USE APPROVAL. To the furthest extent allowed by law, Applicant shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether statutory, in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City in connection with any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) arising from, resulting from, or in connection with any City action in granting, issuing or approving the Land Use Approval, including, but not limited to claims alleging violations of the California Environmental Quality Act or the Housing Crisis Act of 2019. Applicant's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents, or volunteers are actively or passively negligent, but shall not apply to any indemnification, loss, liability, fines, penalties forfeitures, costs or damages caused solely by the gross negligence or willful misconduct of the City or any of its officers, officials, employees, agents, or volunteers. 3. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, Applicant shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by City's Risk Manager or designee at any time and in its discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, Applicant fail to maintain any required insurance in full force and effect, all terms under this Agreement shall be discontinued immediately, and all payments due or that become due to Applicant shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Applicant of its DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Applicant shall not be deemed to release or diminish the liability of Applicant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Applicant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Applicant, vendors, suppliers, invitees, contractors, sub-contractors, consultants, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds. 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. MINIMUM LIMITS OF INSURANCE Applicant shall procure and maintain for the duration of the agreement, insurance with limits of liability not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 1. COMMERCIAL GENERAL LIABILITY (i) $2,000,000 per occurrence for bodily injury and property damage; (ii) $2,000,000 per occurrence for personal and advertising injury; (iii) $4,000,000 aggregate for products and completed operations; and, (iv) $4,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation Insurance as required by the State of California with statutory limits and EMPLOYER'S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. UMBRELLA OR EXCESS INSURANCE In the event Applicant purchases an Umbrella or Excess insurance policy(ies)to meet the "Minimum Limits of Insurance,"this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Applicant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Applicant shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the City's Risk Manager or designee. At the option of the City's Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or (ii) Applicant shall provide a financial guarantee, satisfactory to City's Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar days' written notice has been given to City, except ten days for nonpayment of premium. Applicant is also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Applicant shall furnish DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for City, Applicant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees, and volunteers as an additional insured. Applicant shall establish additional insured status for the City and for all ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the Applicants' insurance shall be primary to and require no contribution from the City. The Commercial General policy is required to include primary and non-contributory coverage in favor of the City for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. If Applicant maintains higher limits of liability than the minimums shown above, City requires and shall be entitled to coverage for the higher limits of liability maintained by Applicant. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi) For any claims related to this Agreement, Applicant's insurance coverage shall be primary insurance with respect to the City, its officers, officials, agents, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, agents, employees, and volunteers shall be excess of the Applicant's insurance and shall not contribute with it. (vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to City, its officers, officials, agents, employees, and volunteers. (viii) The Commercial General and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to City, its officers, officials, agents, employees, and volunteers. DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 PROVIDING OF DOCUMENTS - Applicant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the City's Risk Manager or designee prior to City's execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Applicant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All sub-applicants working under the direction of Applicant shall also be required to provide all documents noted herein. CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made coverage form: (i) The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Applicant. (ii) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work or termination of the Agreement, whichever first occurs. (iii) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement, or work commencement date, Applicant must purchase "extended reporting" period coverage for a minimum of five years after completion of the work or termination of the Agreement, whichever first occurs. (iv) A copy of the claims reporting requirements must be submitted to City for review. (v) These requirements shall survive expiration or termination of the Agreement. 4. NOTIFICATIONS AND COOPERATION BY CITY. City shall notify Applicant within a reasonable period of time of its receipt of any demand, claim, action, proceeding, or litigation in which City is to be indemnified and held harmless by Applicant. If City requests that Applicant defend City, it shall notify Applicant in writing within a reasonable period of time of its receipt of any such demand, claim, action, proceeding, or litigation and City shall cooperate fully in such defense. City shall have the right to select the attorney or attorneys who will defend the City. In selecting defense counsel, City should consider the prevailing local rates for attorneys with the requisite skills. City should further consider whether a joint defense arrangement utilizing counsel for Applicant will suffice in lieu of separate counsel. City reserves its rights at all times to retain separate defense counsel subject to the provisions of this paragraph, and Applicant agrees to accept such selection. City and Applicant shall at all times cooperate with DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 respect to the retention of counsel. Applicant further agrees to be fully responsible for any and all costs and attorney's fees generated by said attorney(s) in the defense of City in any claim, demand, action, proceeding, or litigation arising out of the Project. 5. CITY'S PARTICIPATING IN DEFENSE. Nothing contained herein shall prohibit City, in its sole discretion, from participating in the defense of any demand, claim, action, proceeding, or litigation over and above representation by outside counsel, or from participating in the defense of any demand, claim, action, proceeding, or litigation. If City elects to also defend, it shall do so in good faith. In no event shall City's participation in the defense of any demand claim, action, proceeding, or litigation affect the obligations imposed upon Applicant in section 2 of this Agreement. 6. REIMBURSEMENT OF CITY'S COSTS RE: ADMINISTRATIVE RECORD. Without limiting the City's right to recover its costs from Applicant under paragraph 2 herein above, Applicant agrees to reimburse the City for its actual cost incurred, including, but not limited to, City staff and attorney time expended for certifying and/or preparing the administrative record in connection with any proceedings related to the subject matter of this Indemnification Agreement. Applicant and City agree to work cooperatively with respect to preparation of the administrative record, and Applicant shall ensure that City is fully reimbursed for the costs of preparation before receiving such administrative record. To the extent administrative record reimbursement and related costs are recovered in any litigation by the City, Applicant shall be reimbursed to the extent any such recovery is made as cost recovery items. 7. BINDING OBLIGATION. Applicant hereby agrees that this Agreement shall be recorded in the office of the Recorder of the County of Fresno and the obligations thereunder shall run with and be appurtenant to and be a charge upon the land and be binding on Applicant's successor(s) in interest, heirs, transferee(s), and assign(s}. 8. COVENANT NOT TO SUE. (a) Applicant on behalf of itself, and its successors, and assigns, hereby fully releases City, its successors, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained, or may be sustained, as a result of the above-described Land Use Approval and covenants not to sue relating to such claims, excluding gross negligence orwillful misconduct of City,as set forth in Section 2,above. (b) Applicant acknowledges and agrees that this release applies to all claims that Applicant may have against City arising out of the above-described Land Use Approval for injuries, damages, or losses to Applicant's person and property, real or personal, whether those injuries, damages, or losses are known or unknown, foreseen or unforeseen, or patent or latent. DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 (c) Applicant certifies that Applicant has read section 1542 of the Civil Code, set out below: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. (d) Applicant hereby waives application of section 1542 of the Civil Code. (e) Applicant understands and acknowledges that the significance and consequence of this waiver of section 1542 of the Civil Code is that even if Applicant should eventually suffer additional damages arising out of the above described Land Use Approval, Applicant will not be permitted to make any claim for those damages. Furthermore, Applicant acknowledges that Applicant intends these consequences even as to claims for damages that may exist as of the date of this release but which Applicant does not know exist, and which, if known, would materially affect Applicant's decision to execute this release, regardless of whether Applicant's lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause. (f) Applicant warrants and represents that in executing this release, Applicant has relied on legal advice from the attorney of Applicant's choice that the terms of this release and its consequences have been completely read and explained to Applicant by that attorney, and that Applicant fully understands the terms of this release. (g) Applicant acknowledges and warrants that Applicant's execution of this release is free and voluntary. (h) This release pertains to a disputed claim and does not constitute an admission of liability by City for the above-described Land Use Approval. (i) The provisions of paragraph 10 herein below shall not apply to this covenant not to sue. 9. TERMINATION OF AGREEMENT. (a) This Indemnification Agreement may be terminated only upon the following conditions: (i) The parties agree to terminate this Indemnification Agreement by their express, mutual written consent; or (ii) The Applicant petitions the Fresno City Council to terminate this Indemnification Agreement by providing to the Council a written opinion of Applicant's legal counsel and the Fresno City Council, in its sole discretion, determines that termination of this Indemnification Agreement is in the best interest of the public and the City. It is understood and agreed that the City, in making such determination of whether to terminate this Indemnification Agreement, may reasonably rely upon said opinion of Applicant's legal counsel. DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 (b) If this Indemnification Agreement is terminated as provided above, the City shall execute a written release of Applicant's obligations under this Indemnification Agreement. It shall be Applicant's responsibility to record such document with the office of the Recorder of the County of Fresno. 10. ATTORNEY'S FEES. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. For the purposes of this agreement, "attorneys' fees" and "legal expenses" include, without limitation, paralegals' fees and expenses, attorneys, consultants fees and expenses, expert witness fees and expenses, and all other expenses incurred by the prevailing party's attorneys in the course of the representation of the prevailing party in anticipation of and/or during the course of litigation, whether or not otherwise recoverable as "attorneys' fees" or as "costs" under California law, and the same may be sought and awarded in accordance with California procedure as pertaining to an award of contractual attorneys' fees. 11. SEVERABILITY. If any provision of this Agreement is determined to be invalid in a final judgment by a court of competent jurisdiction, each and every other provision hereof shall remain infull force and effect. 12. CONSTRUCTION OF CONTRACT. The parties hereby acknowledge that they and their respective counsel have cooperated in the drafting and preparation of this agreement, for which reason this agreement shall not be construed against any party as the drafter thereof. [Signatures follow on the next page.] DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 IN WITNESS WHEREOF, the part1Ps have executed this Agreement at Fresno, California, on the day and year first above written. CITY: APPLICANT: CITY OF FRESNO, Cedar Avenue Recycling & Transfer municipal corporation Station, LP. ` f``'� 1/19/2024 By: Jennifer Clark, AICP, Director �II Planning and Development Name: Department No signature of City Attorney required. Title: Standard Document "DEV-S Land Use Parties authorized to sign on Approval Indemnity (02-2022)" has been behalf of applicant used without modification, as certified by the undersigned. By: Thomas Veatch Planner ATTEST: TODD STERMER, CMC City Cierk Doc uftnod by: , I A f6W 1/19/2024 �Y 6CA133888120964U Date Deputy Attachment: Exhibit A DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 EXHIBIT A DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 Exhibit A Subject Property �Vs 4.694m a � PARCEL H PARCEL C - CANAL 3m - C 4.22Ao. ) .W$_Sf_— 47749*—_—___ Wi74• •nf im y. I{61 71 U-V LlCM. TJr WAm W U (IR2'If 11??331) •� MUSCAT RVE. 3457 South Cedar Avenue APN: 330-220-14S Legal Description: 15.53 AC SUR RT IN SE1/4 OF NE1/4 SEC 26 T14R20 DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C1613D8 State of California �a ° ® Q z A : m Secretary of State Bill Jones ENDORSED - FILE +&iron"• in the office of the Secretary of St e of the State of California CERTIFICATE OF LIMITED PARTNERSHIP JUL 2 8 2003 KEVIN SHELLEY A$70.00 filing fee must accompany this form. Secretary Of State IMPORTANT-Read instructions before completing this form This Space For Filing Use Only — 1. Name of the limited partnership(end the name with the words"Limited Partnership"or the abbreviation-L.P") Cedar Avenue Recycling and Transfer Station, L.P. 2. Street address of principal executive office Co, and state Zip code 253 Fulton Street Fresno,CA 9ZJp c 3. Street address of Calirornia office where records are kept City 7�ip code 253 Fulton Street Fresno CA 93721 4. Complete if limited partnership was formed prior to July 1, 1984 and is in existence on the dale this certificate is executed. The original limited partnership certificate was recorded on with the recorder of county. File or recordation number 5. Name the agent for service of process and cheek the appropriate provision below: Richard M.Caglia which is X] an individual residing in California. Proceed to item 6. a cor vralinn which has filed a certificate pursuant to section 1505. Proceed to item 7. 6. If an individual California address of the agent for service of process: Address: 253 Fulton Street Cit - Fresno State: CA Zip code: 93721 7, Names and addresses of all general partners: (Attach additional pages,if necessary) A. Name: Caglia Diversified Management, LLC Address: 253 Fulton Street Fresno State: CA Zi code: 93721 BEN Address: Cit : State. Zip cede: 8. Indicate the number of general partners'signatures required for filing certificaSes of amendment, restatement,merger, dissolution,continuation and cancellation. 1 $. Other matters to be included in th'ss certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the purpose of business of the limited partnership E.G.Gambling Enterprise. 10. Number of pages attached,if any: 1 11. I certify that the statements contained in this document are true and correct to my own knowledge. I dectere that I am the person who is executing this instrument,which execution is my act and deed. SEE ATTACHED Signature Position or Title Print Name Date Signature Position or Title Print Name Date 5EC[5TA7E {REV. 08/02) FORM LP-1 —FILING FEE:S70.00 __�._ —_--•--.--. ...._ _� Avgrnyed b Secret,ary of Slate _ .. t DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 AGREEMENT OF LIMITED PARTNERSHIP OF CEDAR AVENUE RECYCLING AND TRANSFER STATION, L.P. This Agreement of Limited Partnership (the "Agreement") of the CEDAR AVENUE RECYCLING AND RA FER STATIOI� L.P.,a California limited partnership, is dated for identification purposes or G71i �f Cad , and is entered into by and among CAGLIA DIVERSIFIE A GEM NT, LLC, a Delaware limited liability company, and the other persons executing this Ag eennent, as from time to time amended or restated, as genera] partners(individually a"General Partner" and collectively the"General Partners") and RICHARD M. CAGLIA, SALLY M. CAGLIA-MARTiNEZ and MICHAEL A. CAGLIA, as co- trustees of the FRANK S. CAGLIA 1999 IRREVOCABLE TRUST, created under declaration of trust dated December 29, 1999, and the other persons executing this Agreement, as from time to time amended ore restated, as the limited partners (individually a"Limited Partner" and collectively the "Limited Partners"). The General Partners and the Limited Partners are collectively referred to as the "Partners", and individually as a"Partner". 1. Partnership Formation_. By this Agreement, the Partners join together to form a limited partnership (the "Partnership")pursuant to the California Revised Limited Partnership Act (the"Act") and the terms of this Agreement. 2. Name. The name of the partnership is CEDAR AVENUE RECYCLING AND TRANSFER STATION, L.P. The General Partners may cause the Partnership to conduct business under any other or substitute name as the General Partners deem appropriate. The General Partners shall give the Limited Partners at least thirty(30) days notice before using any such other or substitute name. The General Partners shall cause to be filed such fictitious business name statements as are required by law. 3. Place jrBusiness. The principal place of business of the Partnership shall be 253 Fulton Street, Fresno, California 93721, or at such other place as the General Partners may determine. The General Partners shall give the Limited Partners at least thirty(30) days notice of any change in the principal place of business of the Partnership, 4. Purpose. The purpose of the Partnership is to operate a materials recycling business and to conduct any other activities related or incidental to the ownership,operation, management, lease, sale, financing, refinancing or other transfer of all or any portion of the Partnership property. 5. Term. The Partnership terni shall begin on the date of filing of the Partnership's Certificate of Limited Partnership with the California Secretary of State's office. The Partnership -1- r:'.002�2000�2G99122b10.Og2.CAR"1'S.UNYA.doc DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 term shall end on December 31, 2053, unless sooner terminated pursuant to Section 16 of this Agreement. 6. Control and Managernertt b the General Partners. a. Subject to the voting rights of the Limited Partners as provided in Section 14, the General Partners shall have exclusive and complete management and control of the business of the Partnership, including the power to delegate duties and responsibilities, to sign deeds,notes,deeds of trust, contracts and leases, and to make all decisions in connection with the Partnership and its business operations,and shall have all rights, power and authority generally conferred by law or necessary, advisable or convenient to manage the business and affairs of the Partnership and to accomplish the purpose of the Partnership, subject to the fiduciary duties imposed on the General Partners by law. b. The Limited Partners,acting in that capacity,shall take no part in or interfere in any manner with the management,conduct, or control of the Partnership business or the sale, leasing or financing of its assets, and shall have no right ar authority to act for or bind the Partnership in any way whatsoever. C. Unless otherwise specifically provided herein, any power or discretion provided to the General Partners may be exercised by a majority in interest of the General Partners,without the need to consult the Limited Partners. 7. Limitation on Partners'Obli ations. a. A General Partner is not obligated to devote full time to the affairs of the Partnership. A General Partner may become involved in other businesses and occupations and other partnerships. Each General Partner shall devote to the Partnership's business the amount of time reasonably necessary to manage the business and the affairs of the Partnership and to perform the duties of a General Partner. b. A Partner shall have no obligation to present any investment opportunity to the Partnership, even if the opportunity is of a character consistent with the purpose of the Partnership and which, if presented to the Partnership, could be taken by the Partnership. Each Partner shall have the right to take for the Partners own account or to recommend to others any investment opportunity. The Partners shall have no duties or obligations to one another except those expressly stated in this Agreement or established by law. 8. Indemnification of the General Partners.The Partnership, and its successors and assigns, shall itsdemnify,hold harmless, and pay all judgments and claims against each General Partner, his or her agents,attorneys and assigns,arising from or in connection with any liability, loss,or damage incurred by any of them by reason of any act performed or omitted to be performed with respect to the business of the Partnership, including costs and attorneys fees and -2- 1':\002\22000-226917\22610.002\CAIZ"I'S,HIMYA.dac DocuSign Envelope ID:951`1 D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 CEDAAVE-01 C ARGAS CERTIFICATE OF LIABILITY INSURANCE DATDIYYYY) 5/15/215/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY DAIMIin END��ra.s, EXTEND OR ALTER THE COVERAGE ArrUi<UtU BY THE PULll;ltS 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 Crystal Sherwood DLL Insurance Agency PHONE Floc 1843 E Fir Ave#102 Alec,No.Ex : §..59 721-4705 1 ,yam Fresno,CA 93720 o s cshelwood@dllinsurance.com INSURERJSJ AFFORDING COVERAGE NAIC# INSURER A:Starr lndemnl &Liability Company 38318 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Cedar Avenue Recycling&Transfer Station,LP INSURERC:Arch Insurance Company 11150 PO BOX 446 INSURER D: Fresno,CA 93709 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 7NSR TYPE OF INSURANCE ADOL FOR VD POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 CLAIMS-MADE ❑X OCCUR X X 1000066021221 12/1/2022 12/1/2023 DAMAGE TO RENTED = $ 1,000,000 X Per Project Agg MED EXP(Any one arson $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GENT-AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 POLICY E PRO- ❑LOC 5,000,000 JECT PRODUCTS-COMP/OP AGG $ OTHER: PER PROJECT AGG $ 10,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ci en $ X ANY AUTO X X 8108N364652 12/1/2022 12/1/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED ROPERTYDAMAGE AUTOS ONLY AUTOS ONLY PeracCidant $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS-MADE 1000336791221 12/1/2022 12/1/2023 AGGREGATE $ 10,000,000 DED I I RETENTION$ L $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUIE ANY PROPRIETORPARTNER/EXECUTIVE X ,ZAWC19414206 4/1/2023 4/1/2024 1,000,000 OFFICERIME3g R EXCLUDED? ❑ N/A E.L.EACH ACCIDENT $ (Mandatary in N ) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Contractors Poll 1000066021221 12/1/2022 12/1/2023 Liability Limit 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may he attached if more space is required) Notice of cancellation is 30 days except in the event of cancellation due to non-payment or non-reporting which is 10 days. The City of Fresno,its officers, officials,employees,agents and volunteers are to be covered as Additional Insured with respects to the General Liability,Auto and Pollution.This insurance is Primary and any other insurance shall be excess and not contribute to the insurance afforded by this endorsement. Waiver of Subrogation also applies. (All forms attached) ARE VISE WED CERTIFICATE HOLDER By Heather Haupt at 1:45 pm, Jun 14, 2021 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fresno THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 1325 E.El Dorado St. Fresno,CA 93721 AUTHORIZED REPRESENTATIVE A ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 041 8N) POLICY NUMBER: ZAWCI9414206 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION WHERE ALL JOBS UNDER WRITTEN CONTRACT WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04-01-23 Policy No. ZAWCI9414206 Endorsement No. Insured CAGLIA DIVERSIFIED MANAGEMENT, Premium $ INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By DATE OF ISSUE: 04-05-23 ©1998 by the Workers'Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers'Compensation Insurance Forms Manual© 1999. DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 POLICY NUMBER: 1000066021221 COMMERCIAL GENERAL LIABILITY CG 2012 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: City of Fresno, its officers, officials, agents, employees and volunteers Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. This insurance does not apply to: include as an additional insured any state or a. "Bodily injury", "property damage" or governmental agency or subdivision or political "personal and advertising injury" arising out subdivision shown in the Schedule, subject to the of operations performed for the federal following provisions: government, state or municipality;or 1. This insurance applies only with respect to b. "Bodily injury" or "property damage" operations performed by you or on your behalf included within the "products-completed for which the state or governmental agency or operations hazard". subdivision or political subdivision has issued a B. With respect to the insurance afforded to these permit or authorization. additional insureds, the following is added to However: Section III—Limits Of Insurance: a. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured is the b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1. Required by the contractor agreement; or agreement, the insurance afforded to such 2. Available under the applicable Limits of additional insured will not be broader than Insurance shown in the Declarations; that which you are required by the contract whichever is less. or agreement to provide for such additional insured. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 2012 04 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 DocuSign Envelope ID:95F1 D8FE-2E9B-4DCC-AB96-A5FFD2C1 6BD8 Starr Indemnity & Liability Company Dallas,TX 1-866-519-2522 Primary and Non-contributory, Additional Insured and Waiver of Subrogation Policy Number: 1000066021221 Effective Date: 03/07/2023 at 12:01 A.M. Named Insured: Cedar Avenue Recycling &Transfer Station, LP This endorsement modifies the insurance coverage form(s) listed below that have been purchased by you and evidenced as such on the Declarations page. Please read the endorsement and respective policy(ies)carefully. Commercial General Liability Coverage Form Owners and Contractors Protective Liability Coverage form Products/Completed Operations Liability Coverage Form Contractors Pollution Liability Coverage Form Professional Liability Coverage Form Site Pollution Liability Coverage Form SCHEDULE All as required by written, signed or executed contract. A. SECTION II -WHO IS AN INSURED is amended to include as an insured the person or organization shown in the schedule of this endorsement, but only with respect to liability arising out of"your work"for that insured by or for you. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury' or "property damage"arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance.Any other insurance available to these additional insured's shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2. We waive any right of recovery we may have against these additional insured's because of payments we make for injury or damage arising out of"your work"done under a written contract with the additional insured. 3. The term insured is used separately and not collectively, but the inclusion of more than one insured shall not increase the limits or coverage provided by this insurance. Insureds and Agents are advised that certificates of insurance should be used only to provide evidence of insurance in lieu of an actual copy of the applicable insurance policy. Certificates should not be used to amend, expand or otherwise alter the terms of the actual policy. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. OG-023(06/11) Pagel of 2 Copyright©C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties,Inc.,used with its permission. DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C166D8 -r Starr indemnity& Liability Company Dallas,TX 1-866-519-2522 Signed for STARR INDEMNITY&LIABILITY COMPANY IA(& iF Steve Blakey.President Nehemiah E.Ginsburg,Genera(Counsel OG-023(06/11) Page 2 of Copyright©C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties,Inc.,used with its permission. DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 Starr Indemnity & Liability Company Dallas,TX 1-866-519-2522 Endorsement Effective:03/07/2023 Countersigned By: Named Insured:Cedar Avenue Recycling$Transfer (Authorized Representative) Station, LP POLICY CHANGES ENDORSEMENT DESCRIPTION It is hereby agreed that the attached forms CG 20 12-Additional Insured-State Or Governmental Agency Or Subdivision Or Political Subdivision-Permits and Authorizations and OG 023-Primary and Non-Contributory, Additional Insured and Waiver of Subrogation are added to the policy. Schedule:City of Fresno, its officers, officials,agents, employees and volunteers All other terms and conditions of this Policy remain unchanged. The insurer with whom the surplus lines broker places the insurance does not hold a certificate of authority issued by this state and is not subject to its supervision,and, in the event of the insolvency of the surplus lines insurer, losses will not be covered under AS 21.80,the Alaska Insurance Guaranty Association Act. This is evidence of insurance procured and developed under the Alaska Surplus Lines Law, AS 21.34. It is not covered by the Alaska Insurance Guaranty Association Act,AS 21.80. Surplus Lines Licensee: Amwins Insurance Brokerage, LLC License Number: 51685 OG-020(01109) Page 2 of 2 Copyright©C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties,Inc.,used with its permission. DocuSign Envelope ID:951F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 POLICY NUMBER:810-8N364652 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 COMMERCIAL AUTO POLICY NUMBER:810-8N364652 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE —LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II—COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTO Any organization you newly acquire or form dur- ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II —COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered"autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C166D8 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered"auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II — COVERED AUTOS us advised of all proceedings and ac- tions. LIABILITY COVERAGE: Any "employee" of yours is an"insured" while us- (ii) Neither you nor any other involved ing a covered "auto"you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II — COVERED AUTOS LIABIL-ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:95171D8FE-2E9B-4DCC-AB96-A5FFD2C16BD8 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered"auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS., USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one"accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the"accident"or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered"auto'of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for 'loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the"accident" or"loss" (1) Owned by an"insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission. DocuSign Envelope ID:95F1D8FE-2E9B-4DCC-AB96-A5FFD2C1613D8 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: Page 4 Of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission.