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HomeMy WebLinkAboutCitygate Associates, LLC - 2016-03-21AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CITYGATE ASSOCIATES, LLC FOR STANDARDS OF COVER STUDY AND FIRE DEPARTMENT SERVICE DELIVERY EVALUATION This Amendment is made and entered into by and between the City of Huntington Beach, a California municipal corporation, hereinafter referred to as "CITY," and Citygate Associates, LLC, a Limited Liability Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated March 4, 2016, entitled "PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CITYGATE ASSOCIATES, LLC. FOR STANDARDS OF COVER STUDY AND FIRE DEPARTMENT SERVICE DELIVERY EVALUATION," which agreement shall hereinafter be referred to as the "Original Agreement," and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT, and the additional compensation to be paid in consideration by CITY to CONSULTANT, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: ADDITIONAL WORK CONSULTANT shall provide to CITY such additional services as set forth in Exhibit "AA" attached hereto and incorporated herein by reference. 2. ADDITIONAL COMPENSATION In consideration of the additional services to be performed as described in Section 1 above, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum of Two Thousand Seven Hundred Thirty Dollars ($2,730.00), in addition to the original sum of Eighty-nine Thousand Two Hundred Forty-five Dollars ($89,245.00) for a total not to exceed amount of Ninety-one Thousand, Nine Hundred Seventy-five Dollars ($91,975.00). RLS 6/20/16/16-5311/138691/DO 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by and through their authorized officers. CONSULTANT, CITYGATE ASSOCIATES, LLC By: d- __ - <-� print name ITS: (circle one) Chairma residen ice President AND By: 1 L O 14 S� o-L%A AW I print name' ITS: (circle on Secreta .Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Roe -"— City YaAyr INIT ED AND AP CSVED: ire Chief APPROVED City attorney N,* 0 (rk2z\ �'4 M Date �p RECEIV ND FI 4446j City Clerk Date 17�6 e�%�, RLS 6/20/16/16-5311/138691/DO 2 First Amendment to Services Agreement Dated June 8, 2016 between Citygate Associates LLC and the City of Huntington Beach EXHIBIT AA CITY has requested adding HERE data congestion analysis to the GIS mapping. This will require the purchase of the data at the listed price within the original Agreement Exhibit B of $3,000. This will also require an additional fourteen (14) hours of analysis by Omega Group, at a cost of $2,730. The original Agreement compensation includes the purchase of the data, so the total cost will increase to $91,975 to provide for the additional analysis by Omega Group. CITY OF HUNTINGTON BEACH Professional Service Approval Form Amendment # 1 1. Date Requested: 06/30/2016 2. Contract Number to be Amended: 3. Department: City Manager 4. Requested By: Antonia Graham 5. Name of Consultant: CityGate 6. Amount of Original/Prior Contract: $89,245.00 7. Additional Compensation Requested: $2,730.00 8. Original Commencement Date: March 4, 2016 9. Original Termination Date: March 4, 2019 10. Extended Date Requested: 11. Reason for Contract Amendment: Additional work - data congestion analysis. PurchaspdApproval Signature 12. Are sufficient funds available to fund this contract? 13. Business Unit and Obiect Code where funds are budoeted: RECEIVED JUL 0 7 2016 Finance Dep10 8r , S 7 , i; - Date Yes ❑ No ❑ Account number Contractual Dollar Amount Business unit. object # Fiscal Year Fiscal Year Fiscal Year Fiscal Year NOW QJ6,6 $ M9 r $ $ $ a;i�� I I ( qb64 Budget Approval Signature Date c Department Head Suture Date City/ nager Approval Signature Date citygate'professional service approval form - amendment .doc REV: February 2015 _ it 'O O: O_ C) .Ef3 p O E (D U O N 0 C a N 0 0 N U d U W a C C N N N a C Q - `J (D C, Q L) o N a (n U) 0 o r U C O U N U 0 U W O U Yj O U L N N L O Q a N a? Q LU C:N Z w a� �° Q p, a� Cl)C Q Q) E m N O U7 W. V N N> 0O O LL p a vi U) C 01 a+ C C •- L r E0-0o a G> U7 U O X N `> : O> y ,C W k w CD 4.1 Z Al ro U 0 Y LO LO U M O 3o d > O Y U M C)� O W C z �. E Yo c>a ii U 6 W O W C: E --- 0 N Zd . M > > _� Q N M LL (n O O O O O O 0000 CV 000 LO LO 000 � CO Il- O O O CV 0 0 0 O CN O 0 0 O O l O O O 00 O 000000 N 0 0 Lo 0 0 O O O It O Cl) M CO F- N O r-:! 0 0 0 0 0 (V O r- N 00 U t CO 69- 69- 69- « 69- 69- 0 N 2) Z3 U t Q a 0) cD U •� Q C .0 C N C > W c IL d c O C U ij L O Y r1 �. lJ ZZ �1 > D U U LO LO LO 0 0 0 0 CV CV CV N 0 CV M LO M M LO O O O O O O LO 69- O O 6 O rn O City of Huntington Beach Proposal to Perform a Standards of Cover Study and Evaluation of Fire, Rescue, and Emergency Medical Service Delivery 1.7 PROJECT SCHEDULE Citygate anticipates this project will span six months. Citygate is available to start the project immediately upon the award of a contract. A Work Plan schedule is presented below: Work Plan Timeline Task Manage1: Initiate and ProjectO■■0■■■■■■■■■■■■■■■■■■■■ Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 ... ■■ ■■■■■■■■■■■■■■■ Review • On -site meeting / briefing session 1.8 WORK PRODUCT SAMPLES The following are real work samples from Citygate reports that demonstrate unique capabilities we can offer to the City as part of the Standards of Cover analysis. 1.8.1 Congested vs. Non -congested Travel Citygate Associates is the first consultancy in the United States to utilize traffic congestion data t from which to model rush-hour impacted fire apparatus travel times. This is the same data used on the intemet to display traffic congestion by coloring road networks either green, yellow, or red. If utilized, this capability launches the City to the leading edge of public safety service delivery. Few service providers in the country have utilized this level of detail to understand response time challenges in delivering a desired service level to their residents, employers, and visitors. Section 1—Work Plan and Scope of Work page 13 GTA wpm.a( City o/Huntington Beach Proposal to Perform a Standards of Cover Study and Evaluation of Fire, Rescue, and Emergency Medical Service Delivery Figure 1—Congested Vs. Non -Congested Travel Section 1—Work Plan and Scope of Work page 14 qrAwm.ac 1 ;70 A) � Dept ID AD-16-010 Page 1 of 3 Meeting Date 3/21/2016 44OPgovEd 7 -o h Ut CITY OF HUNTINGTON BEACH 5 qy ot�REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 3/21/2016 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY. Ken Domer, Assistant City Manager Antonia Graham, Acting Assistant to the City Manager SUBJECT. Award and Authorize Execution of a Professional Services Contract to Citygate Associates, LLC for a Standards of Cover Study and Evaluation of Fire, Rescue, and Emergency Medical Service Delivery in an Amount Not to Exceed $89,245 Statement of Issue On December 21, 2015, City Council directed the City Manager to have an independent study done on the staffing levels and procedures of the Fire Department This Council action will authorize the City Manager to enter into a professional services agreement with Citygate Associates, LLC, (Citygate) to complete this evaluation Financial Impact The cost of the contract will be absorbed within the Fiscal Year 2015-16 Adopted Budget for Professional Services within the Fire Department ($50,000) and Non -Departmental ($39,245) Recommended Action Authorize the City Manager to execute a professional services contract with Citygate Associates, LLC in an amount not to exceed $89,245 Alternative Action(s) Do not authorize and direct staff with an alternate action Analysis In January 2016, the City requested statements of qualifications from qualified emergency service consultant firms to conduct an evaluation of service delivery — and prepare a Standards of Coverage Study to look at management and staffing alternatives for the Fire Department The consultant will be tasked with determining if realistic alternative methods exist to provide essential fire, rescue, and emergency medical services with increased effectiveness while realizing a fiscally efficient and cost -contained system The Standards of Cover Study will also evaluate deployment and non -deployment components of the Department, and will include an evaluation of service delivery and delivery -system feasibility options for enhancement of cost-effective and efficient fire service delivery models This Study will enable the City to effectively analyze the current deployment model, including station location, apparatus, staffing levels, and distribution for all facets of the Department The purpose of this evaluation of fire service delivery is to provide a look at the management, staffing alternatives, and efficient service delivery methods for the Department that could potentially realize cost savings to the City Potential cost savings could arise from enhancing the Emergency Medical Item 9. - 1 Ks - t s2- Dept ID AD-16-010 Page 2 of 3 Meeting Date 3/21/2016 System (EMS) delivery model, evaluating alternatives for joint operations of services (e g fire suppression, prevention, public education and outreach, etc ), and the possibility of potential partnerships/collaborative service delivery from adjacent agencies for specific services At a minimum, this evaluation is designed to determine and achieve the following benefits > Enhance or maintain community safety > Maintain firefighter safety > Enhance cost control and containment > Increase efficiency > Increase effectiveness > Identification of the right -sized organization to meet our community needs Consultant Selection Process Utilizing the City's procurement procedures, which provides for electronic downloading and submittal of proposals through the website PlanetBid, Staff solicited proposals for this Study Seventeen (17) vendors expressed Interest by downloading the RFP and ultimately five (5) bid responses were received Proposals were evaluated and ranked by four (4) staff members within the Administration, Fire, Community Development, and Finance Departments The top two (2) firms were invited to interview The responder with the highest score was Citygate, LLC A listing of all interested firms is available on the PlanetBid website Citygate has performed over 250 fire service studies throughout California In recent years, Citygate has executed many of the largest fire service studies in the State and has a great deal of experience with the unique risks and deployment challenges to fire protection and EMS in California coastal coverage zones Firm Proposal Score Proposed Cost Citygate 1,75750 $ 73,645* Emergency Services Consulting International 1,43500 $ 77,317 Tri Data 1121500 $ 213,124 Center for Public Agency Excellence 1,07000 $ 68,500 PA Consulting 55250 N/A *Optional Advanced EMS analysis of $12,600 not included and option GIS data of $3,000 not included In addition to the Standards of Cover the consultant will also conduct a high-level EMS Fiscal Analysis of total EMS revenues to dedicated EMS system expenses This advanced analysis will > Evaluate the current FireMed program for possible improvements to the billing system and payer mix o Confirm the current Intergovernmental Transfer (IGT)/Ground Emergency Medical Transport (GEMT) cost recovery process and revenue > Analyze revenue options for additional cost recovery > Identify all changes recommended to the economic impact of the current FireMed program This analysis is not included in the base proposed cost of $73,645 and is an additional $12,600 Citygate will work with their strategic business partner AP Triton to conduct this analysis The staff of AP Triton has over 35 years of EMS analysis experience HB -183- Item 9. - 2 s Dept ID AD-16-010 Page 3 of 3 Meeting Date 3/21/2016 Environmental Status Not applicable Strategic Plan Goal Enhance and maintain public safety Attachment(s) 1 Professional Services Contract between the City of Huntington Beach and Citygate Associates, LLC Item 9. - 3 uB - t 84- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CITYGATE ASSOCIATES, LLC FOR STANDARDS OF COVER STUDY AND FIRE DEPARTMENT SERVICE DELIVERY EVALUATION THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Crtygate Associates, LLC, a Limited Liability Corporation, hereinafter referred to as "CONSULTANT " WHEREAS, CITY desires to engage the services of a consultant to provide a standards of cover study and an evaluation of Fire, Rescue, and Emergency Medical Service delivery, and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with, and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows. 1 SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference These services shall sometimes hereinafter be referred to as the "PROJECT " CONSULTANT hereby designates Stewart Gary who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agree/ surfnet/professional svcs 50 to 100 10/15 1 of I 1 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3 TERM. TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on March 4, 2016 (the "Commencement Date") This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be completed no later than 12 months from the Commencement Date The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed eighty nine thousand, two hundred and forty five Dollars ($89,245) [WEAN 11 V061IMEW In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY Additional agree/ surfnet/professional svcs 50 to 100 10/15 2 of 1 I compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7 DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first These materials may be used by CITY as it sees fit 8 HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, Judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall agree/ surfnet/professional svcs 50 to 100 10115 3 of I I apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000 00) per occurrence and in the aggregate The above - mentioned insurance shall not contain a self -insured retention without the express written consent of CITY, however an insurance policy "deductible" of Ten Thousand Dollars ($10,000 00) or less is permitted A claims -made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation' of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that agree/ surfnet/professional svcs 50 to 100 10/15 4 of 11 insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall A provide the name and policy number of each carrier and policy, B state that the policy is currently in force, and C shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/ surfnet/professional svcs 50 to 100 10115 5 of 11 11 INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT 13 ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove agree/ surfnet/professional svcs 50 to 100 10/15 6 of 11 ►J 14 COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code 16 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated In Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S certified mail -return receipt requested TO CITY City of Huntington Beach ATTN Antonia Graham 2000 Main Street Huntington Beach, CA 92648 agree/ surfnet/professional svcs 50 to 100 10115 7 of 11 TO CONSULTANT Citygate Associates, LLC ATTN David C DeRoos, President 2250 East Bidwell St, Ste 100 Folsom, CA 95630 17 CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event 18 MODIFICATION No waiver or modification of any language to this Agreement shall be valid unless to writing and duly executed by both parties 19 SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement 20 INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act agree/ surfnet/professional svcs 50 to 100 10/15 8of11 contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 21 DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, Irrespective of the date of its execution and delivery, be deemed an original Each duplicate original shall be deemed an original instrument as against any party who has signed it 22 IMMIGRATION CONSULTANT shall be responsible for full compliance with the Immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY, and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT agree/ surfnet/professional svcs 50 to 100 10115 9ofII 24 ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 27 SIGNATORIES Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, agree/ surfnet/professional svcs 50 to 100 10115 10 of I I promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29 EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers agree/ surfnet/professional Svcs 50 to 100 10/15 11 of I I CONSULTANT, [COMPANY NAME] Citygate Associates, LLC By print name ITS (circle one) Chairma residen ice President AND .Lraf4al ''' By 4r '�Js.&M-kr ` L v 1,...0 \ S S can k u ,Al print name N ITS' (circle one) SecretaryChie Financial Office Asst Secretary — Treasurer agree/ surfnet/professional Svcs 50 to 100 10/15 12 of I 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 4#�— City M ger INITIATED AND APPROVED Fire Chief APPROVED AS TO FORM rty orney Date / RECEIVE AND FILE City Cler Date home —A EXHIBIT "A" A STATEMENT OF WORK (Narrative of work to be performed) Conduct an analysis of the fire services program, including but not limited to staffing levels, facilities, equipment, fire department administration, financials, and services of the fire department and provide a recommendation for the provision of existing and future fire staffing services B CONSULTANT'S DUTIES AND RESPONSIBILITIES See attached Exhibit Al C CITY'S DUTIES AND RESPONSIBILITIES The Fire Department is in the best position, and has the best capability, to provide most, if not all, of the internal data needed to complete the scope of work required for this project Therefore, Citygate anticipates that the Fire Department will assist with this project by Providing electronic incident response data in a format requested by Citygate Returning SWOT (Strengths, Weaknesses, Opportunities, & Threats) forms provided by Citygate for the various non -operational functions in a timely manner to keep the project on schedule Via a document request questionnaire issued by Citygate, submitting existing Department documents describing its organization, services, budgets, expenses and performance measures, if any Providing contact information for stakeholders with which the City would like Citygate to solicit information Providing other Department data as requested by Citygate D WORK PROGRAM/PROJECT SCHEDULE 6 month timeline I Initiate and Manage Project EXHIBIT A 2 Deployment Review 3. Headquarters Review 4 Mid -Project Review 5 Prepare and Deliver Draft Report 6 Prepare and Deliver Final Report EXHIBIT A EXHIBIT Al 1.1 REVIEW SCOPE OF WORK 1.1.1 Standards of Cover Analysis Citygate's Standards of Response Cover review will Using Commission for Fire Accreditation International (CFAI-CPSE) best practices, conduct a resource deployment, Standard of Cover analysis with geographic mapping and incident response statistics for all types of emergency response services from dispatch and fire incident data reporting systems ➢ Citygate will use fire department analysis geo-mapping software to analyze current and future fire station locations by driving time ➢ Citygate will use an incident response time analysis program called StatsFDTM (formerly NFIRS 5 AliveTM) to review the statistics of actual historical performance O Utilize National Fire Protection Agency (NFPA), Insurance Services Office (ISO), and CFAI criteria as needed and, importantly, our experience across a large number of agencies working within the same regulatory and economic construct as the City SOC Methodology The study will use the following eight elements in the Standards of Response Coverage process- 1 Existing deployment — each agency has something in place today ➢ The Citygate team will understand existing deployment strategies and performance measures ➢ This study will provide the City with updated response performance goals from which it can adjust, if needed, the quantity, staffing, and location of fire stations with a clear understanding of the cost of changes ➢ While this is not a study of fire departments adjacent to the City, the study will consider the impacts of the City's existing or potential mutual aid agreements on its needs 2 Community outcome expectations.— what is expected of the response agency? ➢ Citygate will update the City's expectations for fire, EMS, and special hazard responses 3 Community risk assessment — what assets are at risk in the community 1 EXHIBIT Al ➢ Citygate will determine an all -hazard risk assessment for the community, at a zone level, using community zoning information, Insurance Service Office (ISO) building risk information, occupancy data, hazard mitigation planning, population demographics, and planned growth plans ➢ Citygate will assist the Department in conducting critical task crew measures 4 Distribution study — the locating of first -due resources (typically engines) ➢ Citygate will use the FireVtewrm software GIS mapping tool to study the effectiveness of existing station locations to understand the existing deployment system performance and test proposed service measures by risk types in different zones for first -due, all-risk units 5 Concentration study — first alarm assignment or effective response force studies 6 Historical reliability — is there a multiple call frequency issue (call stacking) problem? ➢ Citygate will analyze incident data to determine if multiple calls are affecting performance This work will be done with our StatsFDrm software tool 7 Historical response effectiveness studies — what percent of compliance does the existing system deliver? 8 Overall evaluation with updated Standard of Cover statements by risk type, as needed ➢ Citygate will advise on a revised Standard of Cover set of policies ➢ Citygate will identify changes in deployment, if desirable, along with likely timing ➢ The recommended performance goals will be consistent with national guidelines from the National Fire Protection Association (NFPA), the Commission on Fire Accreditation International (CFAI-CPSE), and the Insurance Services Office (ISO) 1.1.2 Service Delivery Assessment Our service delivery assessment will identify gaps —if any —in staffing, operations, and resources, develop recommendations to maximize the effectiveness of current Fire Department operations and resources, and identify "current published best practices" that may be appropriate 2 EXHIBIT Al for application in the City The performance audit of all of the Department's major functions will compare them to the Department's needs, to their cost effectiveness, and to best practices in light of fiscal realities 1.1.3 Optional Advanced EMS Analysis Citygate's core Scope of Work includes a high level EMS Fiscal Analysis of total EMS revenues to dedicated EMS system expenses However, Citygate also offers an optional advanced EMS analysis in partnership with our strategic business partner, AP Triton This optional analysis will ♦ Evaluate the current FireMed program for possible improvements to the billing system and payer mix ➢ Confirm the current Intergovernmental Transfer (IGT) / Ground Emergency Medical Transport (GEMT) cost recovery process and revenue ♦ Analyze revenue options for additional cost recovery ♦ Identify all changes recommended to the economic impact of the current FireMed program 1.2 C/TYGATE REVIEW TECHNICAL COMPONENTS In addition to the customary techniques of reviewing agency documents and conducting stakeholder listening interviews, Citygate will ♦ Utilize advanced GIS mapping tools for response time coverage models using The Omega Group to prepare analysis maps of the City's deployment situation ♦ Apply advanced visualization of incident statistics demand in StatsFDTM and Google Earth, which no other company can offer ♦ Use an incident response time analysis program called StatsFDTM to review the statistics of prior incident performance The results will be plotted not only on graphs and charts, but "live" using 3D tools over Google Earth images ♦ Assess Fire Department member perceptions and expectations of Fire Services — issue SWOT questionnaires to employees (Strengths, Weaknesses, Opportunities & Threats) and as appropriate, other agency employees that interact with the Fire Department to listen to what the perceptions of the City are and how it is or is not meeting needs ♦ For the service delivery review, use the Commission on Fire Accreditation International self -assessment criteria and National Fire Protection Association 3 Standard 1201, Standard for Providing Emergency Services to the Public as performance indicators and other NFPA standards as the basis for evaluating non - response -related services, such as fire prevention, training, and administration The study will identify the current workload, staffing, and facilities, and compare these current services to current and forecasted workloads in the Department 1.3 WORK PLAN TASK SEQUENCE Our Work Plan is comprised of six (6) tasks and is detailed throughout this section Our analysis will include all elements found in the City's six -phase Scope of Work We intend to review our Work Plan and schedule with the Department project team prior to beginning work After obtaining additional input, we will finalize our Work Plan and the accompanying schedule Citygate's Work Plan has been developed consistent with our Project Team member's experience in public management and fire administration We utilize various National Fire Protection Association (NFPA) publications as best practice guidelines, the Insurance Service Office (ISO), along with the self -assessment criteria of the Commission on Fire Accreditation International We do not use simple, nor one -size -fits -all measures We will also ensure that local and regional guidelines are included in our analysis Su btas ks ♦ Develop detailed Work Plan schedule for the project ➢ We will develop a detailed work schedule and final project schedule for the project These tools will assist both the consultants and Department staff to monitor the progress of the study ♦ Meet with Department staff representatives to initiate study ➢ A key to a successful consulting engagement is a mutual understanding of the project's scope and objectives The senior members of our team will meet with the Department representatives to correlate our understandings of the study's scope, and ensure that our Work Plan and project schedule are mutually agreeable In our experience, this early effort to clearly define expectations, roles, and lines of communications results in a better focus on substantive issues as the engagement progresses 4 EXHIBIT A 1 ♦ Obtain and review City/Department documentation, acquinng background information ➢ We will develop and submit a list of all documents relevant to this project, including the documents listed in the City's RFP The documents consists of, but are not limited to, the City's General Plan, growth forecasts, any appropnate pnor studies, Fire Department documentation including (as available) dispatch data, fleet inventory, facility condition assessments, current personnel, equipment, other operating costs, and a myriad of other information Once we receive the requested documentation from the Department, we will review it pnor to conducting our interviews in the following subtask We have found that reviewing this information prior to our interviews improves the effectiveness and value of the interviews we conduct because it results in more specific questions and more definitive information ♦ Interview Department leadership and Fire Chief ➢ To enhance our understanding of the issues at stake, we will meet with, as appropnate and if directed, the City Council members and Fire Chief, as well as members of the City staffs who frequently interact with or have an interdependent relationship with the Fire Department ♦ Interview Fire Department staff ➢ To enhance our understanding of the issues at stake, we will meet with, as appropriate and directed, the members of the Department ♦ Solicit information from other stakeholders ➢ Citygate will, if directed, solicit information from all stakeholders listed in the City's RFP for which Citygate receives contact information Subtasks ♦ Conduct a complete Standards of Response Cover (SOC) study. This review will consider existing station locations, using geographic mapping and pnor incident response statistics to measure the effectiveness to desired goals of the current deployment plan E EXHIBIT A 1 ♦ The SOC review will begin with a risk assessment of values at risk in the City to be protected This assessment will include zoning, population demographics, Insurance Service Office (ISO) commercial building inventory information and target hazards identified by the Fire Department, to name a few ➢ Chief Gary will conduct the deployment review, with the assistance of Michael Fay (Statistical Specialist) and The Omega Group (GIS Specialist) Chief Meyer will assist with the risk assessment component ➢ Citygate strongly encourages the Department to focus on the value of this step as a "study within the study" Citygate submits that a full GIS and statistical review of its deployment system will provide a solid foundation for administrative functions analysis steps The headquarters team size must fit the needs of the total number of fire station personnel whom need training, management, and logistical support ➢ When this step is complete, the findings and recommendations will be integrated into the Draft and Final SOC and Headquarters Staffing Adequacy Assessment documents, which are presented in Tasks 5 and 6 Citygate will consider any results of Task 2, such as a need for increased or re -located stations that might influence Task 3 Essential to Citygate's analysis will be the use of geographic mapping and statistical software programs Details of the two software programs utilized in this study are described below Fire View Desktop The Omega Group provides precision data and response modeling services with Citygate for GIS-based analysis of department, station, unit coverage, and gaps in service For over 15 years, The Omega Group has developed and applied response modeling techniques using GIS for fire departments across the US, to become the foremost authority in GIS-based response modeling services The Omega Group's Fire View program enables understanding NFPA Standard 1710 compliance and ISO audits, as well as Standards of Cover, through the use of numerous data mining tools The solution can be used to locate new stations, redistribute response areas, analyze station coverage, determine first -due areas, and run orders to better serve the City Features: ♦ Determine the estimated response zones and incident coverage by drive time or distance, calibrated to prior Huntington Beach fire unit travel times Traffic congestion impendence data will be added to the model to determine the impacts EXHIBIT Al of rush hour traffic on fire and ambulance unit travel times ♦ Investigate fire/EMS calls for service within any response area near, or at, an address or landmark such as an assisted living complex or retirement home ♦ Query for incident activity by multiple categories such as call type, location type, unit, response time, date, or time in order to assess existing deployment strategies ♦ Create density, hot -spot, and repeat calls maps to help isolate problem areas ♦ Analyze response patterns ♦ Pinpoint the number of stations able to respond within a specific response time at any location. ♦ Optimize the response capabilities of fire/EMS stations ♦ Depict the average response time or total calls per hour graphically Stats FD Using standard NFIRS 5 datasets, StatsFD quickly performs diagnostic analysis of dispatch and incident computer records What sets StatsFD apart is not just producing graphs or tables, but its ability to model "animated over time" data to see trends over a measurement period, or to produce 3D workload models over Google Earth images of a service area These visualizations help the analyst understand complicated data relationships while also providing elected officials with easy -to -grasp deployment explanations Meetings There will be no on -site days during this task S u btasks ♦ In addition to the deployment (SOC) study, Citygate will interview Department personnel and allied stakeholders, along with an in-depth documentation review, to analyze each headquarters function in the Department ➢ We will request considerable departmental documents and data measurement records from the Department to enable an in-depth understanding of current division or bureau staffing, workloads, costs, and 7 EXHIBIT Al needs ➢ We will review Department area growth information and project future expectations on the Department support services ➢ Citygate will use focused interviews of City and Fire Department members to compare the records -based review with the perceptions of the actual workforce ➢ We will issue SWOT questionnaires (Strengths, Weaknesses, Opportunities & Threats) to gain feedback on specific program areas. ➢ Once the headquarters function reviews are completed, Citygate will then combine the administrative bureau performance capacities with the field deployment review to build integrated findings, recommendations, and implementation costs ♦ Citygate will provide a high-level EMS fiscal analysis as part of our core project proposal However, for an in-depth EMS cost analysis, including IGT/GEMT impacts, Citygate has also provided an optional study component that includes one of Citygate's strategic business partners, AP Triton Meetings There will be one two-day on -site trip in this task for Chief Meyer to conduct the interviews for the headquarters functions review Subtasks ♦ Conduct mid -project review with Fire and City Executive Management ➢ With most past engagements we have found it profitable, upon the completion of the initial SOC and headquarters functions review work, to conduct a mid -project review before writing the Draft Report. The purpose of this review is to meet with the client and principal staff to review the conclusions and tentative recommendations coming out of these two studies This will also be an opportunity for the Department and consultant to perform fact -checks and make any mid -course corrections before additional work occurs ➢ The Citygate team will brief the City's leadership team on -site regarding our working opinions using PowerPoint, geographic mapping, and 8 incident statistics Meetings EXHIBIT Al There will be a half -day, on -site meeting with Chief Gary to review the projects initial findings Citygate will utilize a short PowerPoint presentation to discuss the highlights of the study to date Subtasks ♦ The entire Citygate team will prepare a comprehensive long-range SOC and Headquarters Review Draft Report in several volumes (main report, map atlas, and statistical appendix) In the SOC and Headquarters Draft Report, we will ➢ Summarize the strengths of the Department and opportunities for improvement ➢ Present a review of how our approach and analyses were conducted ➢ Describe major findings by departmental service delivery area ➢ Present an explanation of improvements we identified, and our integrated recommendations for their resolution in order to improve operations ➢ Describe a methodology for monitoring implementation status ♦ Upon completion of the SOC and Headquarters Review Draft Report, an electronic version in MS -Word will be sent to the Department project manager for comments using the "track changes" and "insert comments" tools in Word Our normal practice is to review a draft of our report with management personnel to ensure that the factual basis for our recommendations is correct and to allow time for a thorough review In addition, we take time to discuss any areas that require further clarification or amplification It is during this time that understandings beyond the written text can be communicated Meetings We will schedule a teleconference or Skype meeting with the Department leadership to discuss 0 EXHIBIT A 1 and fact -check the SOC and Headquarters Review Draft Report, answer any questions, and agree on elements for the Final Report Chief Gary will conduct this meetmR Subtasks ♦ The process of Final Report preparation is an important one Implicit in this process is the need for a sound understanding of how our review was conducted, what issues were identified, why our recommendations were made, and how implementation should be accomplished ♦ Prepare Final Report and oral presentation ➢ Based on the results of our Draft Report review process, we will then prepare an Executive Summary and a Final Report to the City Council and Fire Department We also will make an oral presentation using a PowerPoint presentation to the Fire Department leadership and/or City Council as and if directed. Meetings There will be one on -site meeting to make an oral presentation of the Final Report to the City Council or a group of the Department's choosing Chief Gary will conduct this briefing 1.4 FWAL REPORT COMPONENTS Citygate's multi -volume SOC and Headquarters Review Final Report will include An analysis of the efficiency of the current deployment scheme of resources and the Department's fire stations 2 A staffing analysis that includes impacts of minimum staffing levels, and the effects of reducing staffing further 3 An analysis of the Fire Department's ability to meet the listed standards, including those set by the NFPA, ISO, Occupational Safety and Health Administration (OSHA), Orange County Emergency Medical Service (OCEMS), Orange County Fire Services (OCFS), etc 10 EXHIBIT AI 4 If required, recommendations for changes in fire deployment methods to meet the current needs of the Department and to optimize service delivery 5 A comprehensive analysis of current Department services and staffing in the support bureau areas such as administration, training, fleet management, communications, emergency services, prevention and public education, suppression, facilities, and EMS will be delivered 6 The headquarters analysis will be combined with a forecast of future demands into a multi -year staffing and services plan 7 Alternative service delivery models 8 Optional advanced analysis of EMS Fiscal components, including IGT/GEMT 9 Provision of supporting data and rationale for all recommendations 10 Provision of supporting statistics and other visual data to fully illustrate the current situation and consultant recommendations This information shall be provided in both hard copy format and computerized format with accompanying Microsoft PowerPoint presentation Section 4—Pricing Proposal page 11 EXHIBIT AI Appendix B—Project Team Resumes page 23 C �� iFs i zA tCtt >i tc EXHIBIT "B" Payment Schedule (Hourly Payment) A Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: If necessary, hourly rates will be billed as follows. @0T@@9@@ffiW NEb @@90MMA Citygate President $ 225 per hour David DeRoos Fire Practice Principal $ 250 per hour Stewart Gary Fire Services Specialist $ 195 per hour Robert Meyer Senior Associate and Fiscal Specialist $ 210 per hour Stanley Feathers Geo-Mapping Specialist $ 195 per hour The Omega Group Statistical Specialist $ 195 per hour Michael Fay GEMT Specialist $ 400 per hour AP Triton Report Project Administrator $ 125 per hour Chad Jackson Administrative $ 95 per hour Various B. Travel. Charges for time during travel are not reimbursable C Billing All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it 2 Each month's bill should include a total to date That total should provide, at a glance, the total fees and costs incurred to date for the project. 3 A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion 4 CONSULTANT shall submit to CITY an invoice for each monthly payment due Such invoice shall - A) Reference this Agreement, B) Describe the services performed, C) Show the total amount of the payment due, 1 Exhibit B D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement, and E) For all payments include an estimate of the percentage of work completed Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein 5 Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) Charges are based on actual time spent by CONSULTANT at the established billing rates, plus reimbursable expenses incurred in conjunction with travel, printing, clerical, and support services related to the engagement. Administration Total Citygate Hourly Fees of Reimbursable (5% of Hourly Project Project Team Expenses GIS Data" Fees) Amount *Our cost assumes that the City already possesses the appropriate GIS data for fire unit time over distance modeling However, if not, this data is purchased by The Omega Group from TomTom Dynamap, a private GIS data vendor, at the additional cost of $3,000 However, if more advanced geographic modeling is desired that includes traffic congestion, please see the optional cost in the table below °a•GQ�70GC3oo a QC@jQoo a c a Optional Advanced EMS Analysis $12,600 I CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules 2 Delivery of work product A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion 3 CONSULTANT shall submit to CITY an invoice for each monthly progress payment due Such invoice shall A) Reference this Agreement, B) Describe the services performed, C) Show the total amount of the payment due, D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement, and E) For all payments include an estimate of the percentage of work completed Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall Exhibit B approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein 4 Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CITYGATE ASSOCIATES, LLC FOR STANDARDS OF COVER STUDY AND FIRE DEPARTMENT SERVICE DELIVERY EVALUATION Table of Contents 1 Scope of Services . . 2 City Staff Assistance 3 Term, Time of Performance 4 Compensation ...... 5 Extra Work 6 Method of Payment 7 Disposition of Plans, Estimates and Other Documents 8 Hold Harmless 9 Professional Liability Insurance 10 Certificate of Insurance 11 Independent Contractor 12 Termination of Agreement 13 Assignment and Delegation 14 Copyrights/Patents 15 City Employees and Officials ..... . 16 Notices 17 Consent ....... 18 Modification ........ 19 Section Headings ..... . . 20 Interpretation of this Agreement 21 Duplicate Original ........ . . 22 Immigration 23 Legal Services Subcontracting Prohibited ..... 24 Attorney's Fees . 25 Survival ........... ........ 26 Governing Law 27 Signatories 28 Entirety 29 Effective Date .1 2 2 2 .2 3 3 3 4 5 .6 6 6 7 7 7 8 8 8 8 9 9 9 10 10 10 10 10 . 11 Bid Results for Project EVALUATION OF FIRE, RESCUE AND EMERGENCY MEDICAL SERVICE DEL Issued on 01/07/2016 Bid Due on February 11, 2016 4 00 PM (Pacific) Exported on 03/10/2016 Bidder Info Vendor Name Citygate Associates Emergency Services Consulting International TnData LLC Center for Public Safety Excellence, Inc PA Consulting Group, Inc Address 2250 E Bidwell St, Suite 100 25030 SW Parkway Ave ,Suite 330 3601 Wilson Boulevard 4501 Singer Court, Ste 180 US Bank Tower LIVERY (2016-0107) Address 2 City Folsom Wilsonville Arlington Chantilly 633 W 5th Street, 26th Floor Los Angeles State ZipCode Respondee CA 95630 David De Roos OR 97070 Andrea D Hobi 22201 Philip Schaenman VA 20171 Rick Fagan CA 90071-2053 Nick Owen Respondee Title President Office Administrator Managing Member CPSE Technical Advisor Program Director Member of PA's Management Group Respondee Phone Respondee Email 916-458-5100 Ext 101 dderoos@citygateassociates com 503-570-7778 Ext info@esci us 703-351-8302 Ext pschaenman@tridata com 703-691-4620 Ext 201 rfagan@publicsafetyexcellence org 310-621-7954 Ext nick owen@paconsulting com r 1 CITTOTf flSS(CIMS. LLC 2250 E Bidwell Street, Suite 700 Folsom, CA 95670 (976) 45S-5100 Fax (976) 953-2090 Memorandum TO Jim Slobojan FROM Lois Standley DATE March 7, 2016 SUBJECT Signed contract Enclosed are 2 original signed copies of the contract between Crtygate Associates and the City of Huntington Beach Please return 1 copy to me for my files once fully executed Thank you, ACORN® CERTIFICATE OF LIABILITY INSURANCE �..�� DATE(MM/DDIYYYY) 3/25/2016 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 poiicy(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 Owen -Dunn Insurance Services 1455 Response Road, Suite 260 Sacramento, CA 95815 NAMEACT PHONE 916 993-2700 FAX No 916 993 2683 E-MAIL ADDRESS INSURERS AFFORDING COVERAGE NAIC # INSURER A Sentinel Insurance Company LTD 11000 www owendunn com 0522677 INSURED Citygate Associates, LLC David DeRoos INSURER B Trumbull Insurance Company 27120 INSURER C Landmark American Insurance Company 33138 INSURER D 2250 E Bidwell St #100 Folsom CA 95630 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER 9Q1a9r;n1 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 ADDL SUBR POLICY NUMBER MM/DDPOLICY /YYYY MM DD/YYYY LIMITS A / COMMERCIAL GENERAL LIABILITY ✓ ✓ 57SBAAZ1255 7/15/2015 7/15/2016 EACH OCCURRENCE $ 2,000,000 �✓ OCCUR _7CLAIMS-MADE DAMAGE TO PREM SES (Ea occu RENTEante) $ 300,000 ✓ MED EXP (Any one person) $ 10,000 Deductible - $0 PERSONAL & ADV INJURY $ 2,000,000 GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 ✓ POLICY 0 JECT LOC PRODUCTS -COMP/OPAGG $ 4,000,000 Employee Dishonesty $ 50,000 OTHER A AUTOMOBILE LIABILITY ✓ 57SBAAZ1255 7/15/2015 7/15/2016 BI EDtSINGLE LIMIT Ea $ 2,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ✓ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY ✓ AUTOS ONLY $ A / UMBRELLA LIAB / OCCUR 57SBAAZ1255 7/15/2015 7/15/2016 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 EXCESS LIAB CLAIMS -MADE DED ✓ RETENTION$10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICE R/MEMB ER EXCLUDED? ❑N (Mandatory In NH) N/A 57WECEU6620 10/1/2015 10/1/20 66 SPER TATUTE OTH ER E L EACH ACCIDENT $ 1,000,000 E L DISEASE - EA EMPLOYEE $ 1,000,000 If yes describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT 1 $ 1,000,000 B Professional Liability LHR828648 2/14/2016 2/14/2017 Aggregate 2,000,000 Each Claim 2,000,000 &WD 0 �0 9 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Huntington Beach, its elected or appointed officials, agents, employees, and designated volunteers A694i� pursuant to a signed contract with respects to General Liability and Business Auto as per the terms & c � g�. CERTIFICATE HOLDER CANCELLATION and Evaluation of Fire, Rescue, and Emergency City of Huntington Bea 2000 Main Street Huntington CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION All rights reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 29162501 1 15-16 Master Certificate w/ WC S 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 1 of 29 3/25/2016 POLICY NUMBERS7SBAAZ1255 toy Citygate Associates, LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations City of Huntington Beach 2000 Main Street Huntington CA 92648 Information required to complete this Schedule, if not shown above, will be shown in the Declarations A Section C — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" 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 for the additional insured(s) at the location(s) designated above Form SS 41 70 06 11 Process Date B With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to "bodily injury" or "property damage" occurring after 1 All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or 2 That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project Page 1 of 1 Policy Expiration Date © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc , with its permission) 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 2 of 29 57SBAAZ1255 Citygate Associates, LLC 3/25/2016 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford 29162501 1 15-16 Master Certificate W/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 3 of 29 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY'AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1 Bankruptcy 15 2 Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3 Financial Responsibility Laws 16 4 Legal Action Against Us 16 5 Separation Of Insureds 16 6 Representations 16 7 Other Insurance 16 8 Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC 6 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 4 of 29 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage Read the entire policy carefully to determine rights, duties and what is and is not covered Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance The word "insured" means any person or organization qualifying as such under Section C - Who Is An Insured Other words and phrases that appear in quotation marks have special meaning Refer to Section G - Liability And Medical Expenses Definitions A. COVERAGES 1 BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies We will have the right and duty to defend the insured against any "suit" seeking those damages However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result But (1) The amount we will pay for damages is limited as described in Section D - Liability And Medical Expenses Limits Of Insurance, and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments b This insurance applies (1) To "bodily injury" and "property damage" only if (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory", (b) The "bodily injury' or "property damage" occurs during the policy penod, and (c) Prior to the policy period, no insured listed under Paragraph 1 of Section C — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1 of Section C — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer, Form SS 00 08 04 05 © 2005, The Hartford 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLZ I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 5 of 29 Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage", or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur d Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury" e Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services, and (b) You are not engaged in the business or occupation of providing such services (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence" 2 MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident (1) On premises you own or rent, (2) On ways next to premises you own or rent, or (3) Because of your operations, provided that (1) The accident takes place in the "coverage territory" and during the policy period, (2) The expenses are incurred and reported to us within three years of the date of the accident, and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require b We will make these payments regardless of fault These payments will not exceed the applicable limit of insurance We will pay reasonable expenses for (1) First aid administered at the time of an accident, (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices, and (3) Necessary ambulance, hospital, professional nursing and funeral services 3 COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend (1) All expenses we incur (2) Up to $1,000 for the cost of bad bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies We do not have to furnish these bonds (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance We do not have to furnish these bonds (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work (5) All costs taxed against the insured in the "suit" (6) Prejudgment interest awarded against the insured on that part of the judgment we pay If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance Any amounts paid under (1) through (7) above will not reduce the limits of insurance Page 2 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PPLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 6 of 29 BUSINESS LIABILITY COVERAGE FORM b If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract", (2) This insurance applies to such liability assumed by the insured, (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract", (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee, (5) The indemnitee and the insured ask us to conduct and control the defense B. of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee, and (6) The indemnitee (a) Agrees in writing to (i) Cooperate with us in the investigation, settlement or defense of the "suit", (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit", (iii) Notify any other insurer whose coverage is available to the indemnitee, and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee, and (b) Provides us with written authorization to (i) Obtain records and other information related to the "suit", and (ii) Conduct and control the defense of the indemnitee in such "suit" So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments Notwithstanding the provisions of Paragraph 1 b (b) of Section B — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when (1) We have used up the applicable limit of insurance in the payment of judgments or settlements, or (2) The conditions set forth above, or the terms of the agreement descnbed in Paragraph (6) above, are no longer met EXCLUSIONS 1 Applicable To Business Liability Coverage This insurance does not apply to a Expected Or Intended Injury (1) "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, or (2) "Personal and advertising injury" ansing out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury' b Contractual Liability (1) "Bodily injury" or "property damage", or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement This exclusion does not apply to liability for damages because of (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement, or Form SS 00 08 04 05 Page 3 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 7 of 29 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided (i) Liability to such party for, or for the cost of, that parry's defense has also been assumed in the same "insured contract", and (h) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged c Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of (1) Causing or contributing to the intoxication of any person, (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol, or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages d Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law e. Employer's Liability "Bodily injury" to (1) An "employee" of the insured arising out of and in the course of (a) Employment by the insured, or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above This exclusion applies (1) Whether the insured may be liable as an employer or in any other capacity, and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury This exclusion does not apply to liability assumed by the insured under an "insured contract" f Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured However, this subparagraph does not apply to (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the budding, or equipment that is used to heat water for personal use, by the building's occupants or their guests, (n) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured, or Page 4 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate W WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 8 of 29 BUSINESS LIABILITY COVERAGE FORM (m) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire", subcontractor, (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or budding and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste, into that budding in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor, or as waste by or for (m) "Bodily injury" or "property (i) Any insured, or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire", or whom you may be legally responsible, (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants" connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor However, this of any subparagraph does not apply to (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage' arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants", or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them This responding to, or assessing the exception does not apply if the effects of, "pollutants" "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 9 of 29 BUSINESS LIABILITY COVERAGE FORM g Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity or loaned to any insured Use includes i War operation and "loading or unloading" "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war, employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents, or any insured (3) Insurrection, rebellion, revolution, This exclusion does not apply to usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these you own or rent, j Professional Services (2) A watercraft you do not own that is "Bodily injury", "property damage" or (a) Less than 51 feet long, and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge, any professional service This includes (3) Parking an "auto" on, or on the ways but is not limited to next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services, rented or loaned to you or the insured, (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft, drawings and specifications, (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities, the equipment listed in Paragraph f (2) (4) Medical, surgical, dental, x-ray or or f (3) of the definition of "mobile nursing services treatment, advice or equipment", or instruction, (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction, with a paid crew However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis grooming, h Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices, by an "auto" owned or operated by or rented or loaned to any insured, or Page 6 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 10 of 29 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products, (9) Any (a) Body piercing (not including ear piercing), (b) Tattooing, including but not limited to the insertion of pigments into or under the skin, and (c) Similar services, (10) Services in the practice of pharmacy, and (11) Computer consulting, design or programming services, including web site design Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1 e in Section A - Coverages k Damage To Property "Property damage" to (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises, (3) Property loaned to you, (4) Personal property in the care, custody or control of the insured, (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations, or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D - Limits Of Insurance Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard" I Damage To Your Product "Property damage" to "your product" arising out of it or any part of it m Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard" This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor n Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work", or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use Form SS 00 08 04 05 Page 7 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 11 of 29 BUSINESS LIABILITY COVERAGE FORM o Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work, Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting, repair, replacement, adjustment, removal (b) Designing or determining content or disposal of of web sites for others, or (1) "Your product", (c) An Internet search, access, (2) "Your work", or content or service provider (3) "Impaired property", However, this exclusion does not if such product, work or property is apply to Paragraphs a, b and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions condition in it For the purposes of this exclusion, p Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury" linking to others on your web site, by (1) Arising out of oral, writtenitself, or electronic is not considered the businesstten of advertising, broadcasting, publication of material, if done by or at publishing or telecasting, the direction of the insured with knowledge of its falsity, (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control, beginning of the policy period, (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured, any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers, except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your persons right of privacy created by "advertisement", any state or federal act (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act, advertisement", (6) Arising out of the wrong description of (12) Arising out of the price of goods, products or services, (a) An "advertisement" for others on (7) Arising out of any violation of any your web site, intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site, name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity on your web site Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images, or "advertisement", of (d) Computer code, software or (a) Copyright, programming used to enable (b) Slogan, unless the slogan is also (r) Your web site, or a trademark, trade name, service (rr) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity, or content on your web site, Page 8 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 12 of 29 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- trust law, (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities, or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured q Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" r Employment -Related Practices "Bodily injury" or "personal and advertising injury" to (1) A person arising out of any (a) Refusal to employ that person, (b) Termination of that person's employment, or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person, or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed This exclusion applies (1) Whether the insured may be liable as an employer or in any other capacity, and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury s Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard" (2) Any damages, judgments, settlements, loss, costs or expenses that (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard", (b) Anse out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard", or (c) Anse out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard" t Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law, (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law, or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c through h and k. through o do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner A separate Limit of Insurance applies to this coverage as described in Section D - Liability And Medical Expenses Limits Of Insurance Form SS 00 08 04 05 Page 9 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 13 of 29 BUSINESS LIABILITY COVERAGE FORM 2 Applicable To Medical Expenses Coverage e A trust, you are an insured Your trustees We will not pay expenses for "bodily injury" are also insureds, but only with respect to their duties as trustees a Any Insured To any insured, except "volunteer workers" 2. Each of the following is also an insured b Hired Person a Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of your business, or your "employees,, other c Injury On Normally Occupied Premises than either your 'executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies company) or your managers (if you are a d Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by you or while performing duties related to To a person, whether or not an the conduct of your business "employee" of any insured, if benefits for the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for or disability benefits law or a similar law (1) "Bodily injury" or "personal and e Athletics Activities advertising injury" To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests (if you are a limited liability f Products -Completed Operations Hazard company), or to a co -"employee" while in the course of his or her Included with the "products -completed employment or performing duties operations hazard" related to the conduct of your g Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business, 1 If you are designated in the Declarations as (b) To the spouse, child, parent, a An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner Paragraph (1)(a) above, b A partnership or joint venture, you are an (c) For which there is any obligation insured Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business damages because of the injury described in Paragraphs (1)(a) or c. A limited liability company, you are an (b) above, or insured Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business Your managers are insureds, but or fading to provide professional only with respect to their duties as your health care services managers If you are not in the business of d An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors you to provide such services Your stockholders are also insureds, but only (2) "Property damage" to property with respect to their liability as stockholders (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 14 of 29 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b Coverage under this provision does not control of, or over which physical apply to control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred, or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company) organization b. Real Estate Manager 4 Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager law, any person is an insured while driving such c Temporary Custodians Of Your equipment along a public highway with your Property permission Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you ansing out of the operation of the equipment, and die, but only only if no other insurance of any kind is available (1) With respect to liability ansing out of the to that person or organization for this liability maintenance or use of that property, and However, no person or organization is an insured (2) Until your legal representative has with respect to been appointed a. "Bodily injury" to a co -"employee" of the d Legal Representative If You Die person driving the equipment, or Your legal representative if you die, but b "Property damage" to property owned by, only with respect to duties as such That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance an insured under this provision e Unnamed Subsidiary 5 Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part your permission Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to limits of insurance a. "Bodily injury" to a co -"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft, or Any organization you newly acquire or form, b "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision the voting stock, will qualify as a Named 6 Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization However Permit a. Coverage under this provision is afforded The person(s) or organization(s) `identified in only until the 180th day after you acquire Paragraphs a through f below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier, and Form SS 00 08 04 05 Page 11 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 15 of 29 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit with the distribution or sale of the A person or organization is an additional products, insured under this provision only for that (fl Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product, person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages the vendor, or a Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distnbuted acting on its behalf However, this or sold in the regular course of the vendors exclusion does not apply to business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f), or "products -completed operations hazard" (u) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions undertakes to make in the usual This insurance does not apply to course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products vendor would have in the absence of the contract or agreement, b Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you, whom you lease equipment, but only with respect to their liability for "bodily (c) Any physical or chemical change injury", property damage" or in the product made intentionally " personal and advertising injury" by the vendor, caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, Page 12 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 16 of 29 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment c Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises, or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization d Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf (a) In connection with your premises, or (b) In the performance of your ongoing operations performed by you or on your behalf (2) With respect to the insurance afforded to these additional insureds, 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 the failure to render any professional services by or for you, including (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (b) Supervisory, inspection, architectural or engineering activities e Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to (a) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality, or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard" f Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a through a above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf (a) In the performance of your ongoing operations, (b) In connection with your premises owned by or rented to you, or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured, and (n) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard" (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including Form SS 00 08 04 05 Page 13 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 17 of 29 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (b) Supervisory, inspection, architectural or engineering activities The limits of insurance that apply to additional insureds are described in Section D — Limits Of Insurance How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E — Liability And Medical Expenses General Conditions No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1 The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a. Insureds, b Claims made or "suits" brought, or c. Persons or organizations making claims or bringing "suits" 2 Aggregate Limits The most we will pay for a Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations b Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion 3 Each Occurrence Limit Subject to 2 a or 2 b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations 4 Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations 5 Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision, or b The Limits of Insurance shown in the Declarations Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section Page 14 of 24 Form SS 00 08 04 05 29162501 115-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 13/25/2016 10 16 13 AM (PDT) I Page 18 of 29 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit" However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1 Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part 2 Duties In The Event Of Occurrence, Offense, Claim Or Suit a Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim To the extent possible, notice should include (1) How, when and where the "occurrence" or offense took place, (2) The names and addresses of any injured persons and witnesses, and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense b Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must (1) Immediately record the specifics of the claim or "suit" and the date received, and (2) Notify us as soon as practicable You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable c Assistance And Cooperation Of The Insured You and any other involved insured must (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit", (2) Authorize us to obtain records and other information, (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit", and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent e Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance f Knowledge,Of An Occurrence, Offense, Claim Or Suit Paragraphs a and b apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to (1) You or any additional insured that is an individual, (2) Any partner, if you or an additional insured is a partnership, (3) Any manager, if you or an additional insured is a limited liability company, (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation, (5) Any trustee, if you or an additional insured is a trust, or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity Form SS 00 08 04 05 Page 15 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 19 of 29 BUSINESS LIABILITY COVERAGE FORM This Paragraph f applies separately to you and any additional insured 3 Financial Responsibility Laws a When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law b With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law We will provide the required limits for those coverages 4 Legal Action Against Us No person or organization has a right under this Coverage Form a To join us as a parry or otherwise bring us into a "suit" asking for damages from an insured, or b To sue us on this Coverage Form unless all of its terms have been fully complied with A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured, but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative 5 Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies a. As if each Named Insured were the only Named Insured, and b. Separately to each insured against whom a claim is made or "suit" is brought 6 Representations a When You Accept This Policy By accepting this policy, you agree (1) The statements in the Declarations are accurate and complete, (2) Those statements are based upon representations you made to us, and (3) We have issued this policy in reliance upon your representations b Unintentional Failure To Disclose Hazards If unintentionally you should fad to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure 7 Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows a Primary Insurance This insurance is primary except when b below applies If other insurance is also primary, we will share with all that other insurance by the method described in c. below b Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work", (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability 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, (4) Aircraft, Auto Or Watercraft 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 A — Coverages (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k of Section A — Coverages Page 16 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 20 of 29 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance, and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance, or insurance (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part apply to other insurance available to c Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part this method also Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first written agreement or permit that If any of the other insurance does not permit this insurance be primary If other contribution by equal shares, we will insurance is also primary, we will contribute by limits Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c applicable limit of insurance to the total below applicable limits of insurance of all insurers (b) Primary And Non -Contributory 8 Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us The insured must do insurance, this insurance is nothing after loss to impair them At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance enforce them This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage other insurance to which the additional b Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit" If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers agreement or permit that was executed prior to the injury or damage Form SS 00 08 04 05 Page 17 of 24 29162501 1 15-16 Master Certificate W/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 21 of 29 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3 Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply When any of these Declarations as an Additional Insured - Opt)onal Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6 (Additional Insureds When Required their liability as grantor of franchise to you by Written Contract, Written Agreement or Permit) 4 Additional Insured - Lessor Of Leased of Section C , Who Is An Insured, does not apply Equipment to the person or organization shown in the a WHO IS AN INSURED under Section C is Declarations These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below Insured — Lessor of Leased Equipment, 1 Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s) for "bodily injury", "property damage" or b With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf equipment a In the performance of your ongoing 5. Additional Insured - Owners Or Other operations, or Interests From Whom Land Has Been b In connection with your premises owned Leased by or rented to you a WHO IS AN INSURED under Section C is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a WHO IS AN INSURED under Section C is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization, but only of the land leased to you and shown in the with respect to liability arising out of the Declarations ownership, maintenance or use of that part of b With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations additional exclusions apply b With respect to the insurance afforded to This insurance does not apply to these additional insureds, the following additional exclusions apply (1) Any 'occurrence" that takes place This insurance does not apply to after you cease to lease that land, or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such premises, or person or organization (2) Structural alterations, new 6 Additional Insured - State Or Political construction or demolition operations Subdivision — Permits performed by or on behalf of such person or organization a. WHO IS AN INSURED under Section C is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 22 of 29 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit make in the usual course of b With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products, additional exclusions apply (f) Demonstration, installation, This insurance does not apply to servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product, the state or municipality, or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard container, part or ingredient of any 7 Additional Insured — Vendors other thing or substance by or for a WHO IS AN INSURED under Section C is the vendor, or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf However, this "your products" which are distributed or exclusion does not apply to sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f), or provides coverage for "bodily injury" or (ii) Such inspections, property damage" included within the "products -completed operations hazard" adjustments, tests or servicing as the vendor has agreed to b The insurance afforded to the vendor is make normally undertakes subject to the following additional exclusions a to make in the usual course of (1) This insurance does not apply to business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement, products (b) Any express warranty 8 Additional Insured — Controlling Interest unauthorized by you, WHO IS AN INSURED under Section C is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor, Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of demonstration, testing, or the a Their financial control of you, or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises and then repackaged in the original container, Form SS 00 08 04 05 Page 19 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 23 of 29 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization 9 Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a WHO IS AN INSURED under Section C is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf (1) In the performance of your ongoing operations for the additional insured(s), or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard" b With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (2) Supervisory, inspection, architectural or engineering activities 10 Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations The limits of insurance that apply to additional insureds are described in Section D — Limits Of Insurance How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E — Liability And Medical Expenses General Conditions G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1 "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through a. (1) Radio, (2) Television, (3) Billboard, (4) Magazine, (5) Newspaper, b The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services, or c Any other publication that is given widespread public distribution However, "advertisement' does not include a The design, pnnted material, information or images contained in, on or upon the packaging or labeling of any goods or products, or b An interactive conversation between or among persons through a computer network 2. "Advertising idea" means any idea for an "advertisement" 3 "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form 4 "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment But "auto" does not include "mobile equipment" 5. 'Bodily injury" means physical a Injury, b Sickness, or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time 6. "Coverage territory" means Page 20 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 24 of 29 BUSINESS LIABILITY COVERAGE FORM a The United States of America (including its b. You have faded to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement, and Canada, if such property can be restored to use by b International waters or airspace, but only if a The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work", of travel or transportation between any or places included in a above, b Your fulfilling the terms of the contract or c All other parts of the world if the injury or agreement damage arises out of 12 "Insured contract" means (1) Goods or products made or sold by you a A contract for a lease of premises in the temtory described in a above, However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business, or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance damages is determined in the United States of b A sidetrack agreement, America (including its territories and c Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to feet of a railroad, 7 "Electronic data" means information, facts or d Any obligation, as required by ordinance, programs to indemnify a municipality, except in a Stored as or on, connection with work for a municipality, b Created or used on, or a An elevator maintenance agreement, or c Transmitted to or from f That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment party to pay for "bodily injury" or "property 8 "Employee" includes a "leased worker" damage" to a third person or organization, "bodily "property "Employee" does not include a "temporary provided the injury" or worker" damage" is caused, in whole or in part, by you or by those acting on your behalf 9 "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement similar governing document Paragraph f includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be damage" arising out of construction or 11 "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because bridge or trestle, tracks, road -beds, tunnel, a It incorporates "your product' or "your work" underpass or crossing that is known or thought to be defective, However, Paragraph f does not include deficient, inadequate or dangerous, or that part of any contract or agreement Form SS 00 08 04 05 Page 21 of 24 29162501 1 15-16 Master Certificate w/ WC S 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 25 of 29 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of (a) Preparing, approving or fading to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications, or (b) Giving directions or instructions, or fading to give them, if that is the primary cause of the injury or damage, or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities 13 "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business "Leased worker" does not include a "temporary worker" 14 "Loading or unloading" means the handling of property a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto", b While it is in or on an aircraft, watercraft or "auto", or c While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered, but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto" 15 "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment a Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads, b Vehicles maintained for use solely on or next to premises you own or rent, c. Vehicles that travel on crawler treads, d. Vehicles, whether self-propelled or not, on which are permanently mounted (1) Power cranes, shovels, loaders, diggers or drills, or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers, e Vehicles not described in a , b , c, or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment, or (2) Cherry pickers and similar devices used to raise or lower workers, f Vehicles not described in a , b., c, or d above maintained primarily for purposes other than the transportation of persons or cargo However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos" (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for (a) Snow removal, (b) Road maintenance, but not construction or resurfacing, or (c) Street cleaning, (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers, and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment 16 "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions 17 "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses a. False arrest, detention or imprisonment, b Malicious prosecution, Page 22 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 26 of 29 BUSINESS LIABILITY COVERAGE FORM c The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor, d Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, e Oral, written or electronic publication of material that violates a person's right of privacy, f Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement", g Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement", or h Discrimination or humiliation that results in injury to the feelings or reputation of a natural person 18 "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste Waste includes materials to be recycled, reconditioned or reclaimed 19 "Products -completed operations hazard", a Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except (1) Products that are still in your physical possession, or (2) Work that has not yet been completed or abandoned However, "your work" will be deemed to be completed at the earliest of the following times (a) When all of the work called for in your contract has been completed (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent b Does not include "bodily injury" or "property damage" arising out of (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured, or (2) The existence of tools, uninstalled equipment or abandoned or unused materials 20 "Property damage" means a Physical injury to tangible property, including all resulting loss of use of that property All such loss of use shall be deemed to occur at the time of the physical injury that caused it, or b Loss of use of tangible property that is not physically injured All such loss of use shall be deemed to occur at the time of "occurrence" that caused it As used in this definition, "electronic data" is not tangible property 21 "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged "Suit" includes a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent, or b Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent 22 "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions 23. "Volunteer worker" means a person who a Is not your "employee", Form SS 00 08 04 05 Page 23 of 24 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 27 of 29 BUSINESS LIABILITY COVERAGE FORM b Donates his or her work, c Acts at the direction of and within the scope of duties determined by you, and d Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you 24 "Your product' a Means (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by (a) You, (b) Others trading under your name, or (c) A person or organization whose business or assets you have acquired, and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products b Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product', and (2) The providing of or failure to provide warnings or instructions c Does not include vending machines or other property rented to or located for the use of others but not sold 25 "Your work" a Means (1) Work or operations performed by you or on your behalf, and (2) Materials, parts or equipment furnished in connection with such work or operations b Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions Page 24 of 24 Form SS 00 08 04 05 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLI I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 28 of 29 57SBAAZ1255 C(tygate Associates, LLC 3/25/2016 own THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions I1 3 If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certifcate holder(s) with mailing addresses on file with the agent of record or the Company Form SS 12 23 0611 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives Page 1 of 1 © 2011, The Hartford 29162501 1 15-16 Master Certificate w/ WC & 16-17 PRLZ I Margarita Harriman 1 3/25/2016 10 16 13 AM (PDT) I Page 29 of 29 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk April 27, 2016 Citygate Associates, LLC ATTN David C DeRoos, President 2250 East Bidwell St Ste 100 Folsom, CA 95630 Dear Mr DeRoss Enclosed for your records is a duplicate original of the fully executed "Professional Services Contract Between the City of Huntington Beach and Citygate Associates, LLC for Standards of Cover Study and Fire Department Service Delivery Evaluation " Sincerely, Joan L Flynn, CIVIC City Clerk J F pe Enclosure Sister Cities Anjo, Japan ♦ Waitakere, New Zealand