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HomeMy WebLinkAboutSusan Saxe-Clifford, Ph.D. ABPP APC - 2019-07-18 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SUSAN SAXE-CLIFFORD, Ph.D, ABPP APC FOR PRE-EMPLOYMENT PSYCHOLOGICAL TESTING 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 SUSAN SAXE-CLIFFORD,Ph.D.,ABPP,APC,hereinafter referred to as "CONSULTANT." WHEREAS, City and Consultant are parties to that certain agreement, dated July 18, 2019,entitled"Professional Services Contract Between the City of Huntington Beach and Susan Saxe-Clifford, Ph.D., ABPP, APC"which agreement shall hereinafter be referred to as the"Original Agreement"; and City and Consultant wish to amend the Original Agreement to extend the term, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. TERM The term of the Agreement is extended for one additional year until July 17, 2023. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be 022. executed by and through their authorized officers on 2 1 2z-�12otnsoa69 SUSAN SAXE-CL,IFFORD, Ph.D., ABPP, CITY OF HUNTINGTON BEACH, a APC municipal corporation of the State of Calitaimia By:/4 Sus�►N S.4x�-�[i6fdPJ C� print name ITS: (circle one)Chainnan/President/Vice President Chief of Police AND 0By: ,010 ?AtAttomey ED F RNI: print name ITS: (circle one)Secretary/Chief FinancialOfficer/Asst.Secretary-Treasurer E, AND PILE: 0 �&hwdlie4d City Clerk `1/f�" 22-11201/280869 2 �► ca►' �' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 07/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE ,POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT UNITED VALLEY INSURANCE SRVC/PHS 51931589 PHONE (866)467-8730 FAX (A/C,No,Ext): (ac,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURERS)AFFORDING COVERAGE NAICN INSURED INSURER A: Sentinel Insurance Company Ltd. 11000 Dr.Susan Saxe Clifford PhD INSURER B: 16530 VENTURA BLVD STE 603 ENCINO CA 91436-6017 INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE7OCCUR DAMAGE TO RENTED $1.000,000 PREMISES(Ea occuttence) X General Liability MED EXP(Any one person) $10,000 A X 51 SBA BA9405 04/29/2022 04/29/2023 PERSONAL 3 ADV INJURY $2,000,000 GENt AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,005 POLICY❑PRO- X1 LOC PRODUCTS-COMPIOPAGG $4,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 fEa accident) ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 51 SBA BA9405 04/2912022 04/29/2023 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Peraccidenl) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS- MADE AGGREGATE DEo RETENTION$ APPF OVED AS TO F ORM WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY _ ANY YIN By: E.L.EACH ACCIDENT PROPRIETORIPARTNEWEXECUTIVE NIA M HAEL E,GAT-$ OFFICERIMEMBER EXCLUDED? ITY ATTORNEO E.L.DISEASE-EA EMPLOYEE (Mandatory In NH) CITY OF HUNTINGTON BEACH If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS low _F I T-1 _F DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Those usual to the Insured's Operations.Certificate holder is an additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION Huntington Beach Police Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HUNTINGTON BEACH CA 92648 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 DATE(MM1DD1YYYY) ACCMDO CERTIFICATE OF LIABILITY INSURANCE o7/z6lzozz THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)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 ondorsement(s), PRODUCER CONTACT NAME: Donna Kilroy Worthington Insurance Services PHONE Exit: (562)795-6744 ac No): (562)795-5740 ADDRESS: 4784 Katella Ave. INSURER(S)AFFORDING COVERAGE NAICIf Los Alamitos CA 90720 INSURER A: Employers Assurance Co. INSURED INSURER B Dr Susan Saxe-Clifford,PhD INSURER C: 16530 Ventura Blvd.Ste.603 INSURER D: INSURER E: Encino CA 91436 INSURERF: COVERAGES CERTIFICATE NUMBER: C1.225305341 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, NOTWITHSTANOINGANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH 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. INSLTR TYPE OF INSURANCE POLICY NUMBER MMIDOrMY MM/DOfYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ UAMACiFTURIENTED CLAIMS-MADE D OCCUR PREMISES Ea occurrence _ $ MED EXP(Any oneperson) S PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY JEC LOC PRODUCTS-COMP/OPAGG S OTHER: $ AUTOMOBILE LIABILITY BiNED SINGLE LIMIT S Ea acddenl ANYAUTO BODILY INJURY(Per person) $ OWNED d SCHEDULED BODILY INJURY(Per aceldenl) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Peraccidenl S UMBRELLALIAB OCCUR EACH OCCURRENCE S _ EXCESS LIAR HCtAIMS-MADE AGGREGATE $ DED I I RETENTION S $ WORKERS COMPENSATION X1 PER UTS ER AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 4 OFFICERIMEMBER EXCLUDED? NIA EIG4990812-00 04/29/2022 04/29/2023 (Mandatory In NH) E.L.DISEASE-EAEMPLOYEE $ 1,00{),000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addltlonal Remarks schedule,may be attached If more space to required) Psychological Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Huntington Beach Police Department ACCORDANCE WITH THE POLICY PROVISIONS, 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92848 .11; .�}� Q 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26(2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 51 SBABA9405 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, its officers, Location(s)at which You perform work elected or appointed officials, employees, described in written agreement or permit. agents and volunteers 2000 Main Street Huntington Beach, 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, In whole or In part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional Insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. 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. Form SS 41 70 0611 Page 1 of 1 Process Date: Policy Expiration Date: © 2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc.,with its permission) POLICY NUMBER: 51 SBA BA9405 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION LOC 001 BLDG 001 CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS & VOLUNTEERS 2000 MAIN ST, HUNTINGTON BEACH, CA 92648 Form IH 12 0011 85 T SEQ.NO. 004 Printed In U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 07/27/22 Expiration Date: 04/29/23 POLICY NUMBER : 51SBABA9405 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Huntington Beach Location And Description Of Completed Operations: Work described in writing in the contract,agreement or permit. Location(s)at which You performed work described in written,agreement or permit. Section C. — Who Is An Insured is amended to include the following: (2) Supervisory, inspection, quality a. The person(s) or organization(s) shown in control, architectural, engineering or the Schedule on the Declarations is also surveying activities or services; an additional insured, but only with (3) Maintenance of job site safety, respect to liability for "bodily injury" or construction administration, "property damage" caused, In whole or in construction contracting, construction part, by "your work" and at the location management, computer consulting or designated and described in the Location design software development or And Description Of Completed Operations programming service, or selection of Schedule in the Declarations performed a contractor or programming service; for that additional insured and included in (4) Monitoring, sampling, or testing the "products-completed operations service necessary to perform any of hazard". the services included in (1), (2) or (3) b. With respect to the insurance afforded to above; these additional insureds, this insurance (5) Supervision, hiring, employment, does not apply to "bodily injury", "property training or monitoring of others who damage" or "personal and advertising are performing any of the services injury" arising out of the rendering of, or included in (1), (2)or(3) above; the failure to render, any professional c. The insurance afforded to these architectural, engineering or surveying additional insureds only applies to the services, including: extent permitted by law. (1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; Form SS 41 71 12 19 Page 1 of 1 Process Date: Policy Expiration Date: © 2019, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) 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 (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily Injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" Injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, Investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed In the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies, deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. —Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence"or claim: (1) To "bodily Injury" and "property (1) Reports all, or any part, of the "bodily damage"only if: injury" or "property damage" to us or any other Insurer; Form SS 00 08 04 05 Page 1 of 24 0 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM b. If we defend an Insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a patty to the "suit", we will defense of that indemnitee, necessary defend that indemnitee If all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an"insured contract'; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as Supplementary Payments ends when: (4) The allegations in the "suit" and the information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the Interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "sult" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee;and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (1) Cooperate with us In the standpoint of the insured. This exclusion does not apply to bodily investigation, settlement or injury" or "property damage" resulting defense of the"suit"; from the use of reasonable force to (11) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising Injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit"; acquiescence of the insured with the (111) Notify any other insurer whose expectation of inflicting "personal and coverage Is available to the advertising injury". indemnitee; and b. Contractual Liability (Iv) Cooperate with us with (1) "Bodily injury"or"property damage";or respect to coordinating other applicable Insurance available (2) "Personal and advertising injury" to the indemnitee;and for which the insured Is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury","property damage"or (il) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (Ili) "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 building 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 building 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: (Ili) "Bodily injury" or "property (i) Any insured;or damage" arising out of heat, or (ii) Any person or organization for smoke re fumes from a fire whom you may be legally hostile , or 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 any contractors or subcontractors working directly or indirectly on any Insureds 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 connection with such operations the effects of,"pollutants". . 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 (1) "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 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in Section D. -Limits Of Insurance. piercing); (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not to the insertion of pigments into or apply if the premises are "your work" and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs(3) and(4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3)and (4)of this exclusion do Paragraphs(4) and(5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage" included in the "Property damage"to; "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" Incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; Property damage to impaired property' (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or Indirectly on your behalf are performing dangerous condition in "your product" operations, If the "property damage" or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. 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 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened Injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard'; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or Electronic Data others test for, monitor, clean up, p• remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or In use of, damage to, corruption of, Inability any way respond to or assess the to access, or inability to manipulate effects of an"asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury" to: encasulatdetoxpfyinglor,neutralizing,or treating, any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law;or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 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 a partnership or joint venture), or arising out of an offense committed 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 arising 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 arising 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 60% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other Insured under this insurance is also an Insurance of any kind is available to that insured under another policy or would be person or organization for this liability. 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 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions Insurance does not apply to any (1) Any state or political subdivision, but "occurrence" occurrence which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition Is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily Injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, In whole or (1) Any architect, engineer, or surveyor, but In part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (t) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional Insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily Injury", "property damage" or reports, surveys, field orders, "personal and advertising Injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services,Including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily Injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described In the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 21. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought;or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organunder iz slon who is an Coverage Part is the hisserlesse insured and advertising injury", including medical expenses, is the General Aggregate Limit a. The limits of Insurance specified in a shown In the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your 'locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown In street, roadway or right-of-way of a the Declarations and described In this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of Insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional Insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a written contract, written agreement or offense which may result in a claim. To the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" Is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured Is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) !Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under if unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages, below applies. If other Insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That Is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" Is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 64 05 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 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 - Optional 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 organizatlon(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 Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This Insurance does not apply to: 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 premises;or performed by or on behalf of such person or organization. (2) Structural alterations, new 6, Additional Insured - State Or Political construction or demolition operations performed by or on behalf of such Subdivision —Permits 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 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 (1) The exceptions contained in business and only if this Coverage Part Subparagraphs(d)or(f); or provides coverage for "bodily injury" or "property damage" included within the (1I) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: 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 BUSINESS LIABILITY COVERAGE FORM This Insurance does not apply to structural The Ilmits of Insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. -- Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES Insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing operations for the additional (4} Magazine; insured(s);or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that Is glven coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to "bodily injury", "property damage" or "personal an advertising b. An Interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional Insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory' means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed 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 territory 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 e. 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, "Employee" does not include a "temporary provided the bodily injury or property 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 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b) Giving directions or Instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in {1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered"autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft,watercraft or"auto"; (c) Street cleaning; b. While it Is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto'; or mounted on automobile or truck c. While it Is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto"to the place where it is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising Injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, Into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage"arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement";or Insured;or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste Includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that Is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product"or"your work"except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to Its claimed and to which the Insured submits Intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "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 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf;and property, manufactured,sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work';and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Form SS 00 08 04 05 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND SUSAN SAXE-CLIFFORD, Ph.D. ABPP APC FOR PRE-EMPLOYMENT PSYCHOLOGICAL TESTING 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 SUSAN SAXE-CLIFFORD, Ph.D. ABPP APC, hereinnafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform pre- employment psychological testing; 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 Susan Saxe-Clifford, Ph.D., ABPP APC who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 19-7728/207698 05/19-204132 1 of 12 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 JL,� 1( , 201 A (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 three (3) years 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 Twenty-Five Thousand Dollars ($25,000.00). 5. EXTRA WORK 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 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 1 9-7 72 8/20769 8 05/19-204132 2 of 12 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 A. 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 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. 9-7728/207698 05/19-204132 3 of 12 B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by 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 19-7728/207698 05/19-204132 4 of 12 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 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 affect 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. 19-7728/207698 05/19-204132 5 of 12 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. 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 1 9-7 72 8/207 69 8 05/19-204132 6 of 12 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. 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 19-7728/207698 05/19-204132 7 of 12 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: TO CONSULTANT: City of Huntington Beach Susan Saxe-Clifford, Ph.D. ABPP APC ATTN: Kristin Miller 16530 Ventura Blvd., #603 2000 Main Street Encino, CA 91436 Huntington Beach, CA 92648 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 in this Agreement shall be valid unless in writing and duly executed by both parties. 19-7728/207698 05/19-204132 8 of 12 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 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 19-7728/207698 05/19-204132 9 of 12 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. 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. 19-7728/207698 05/19-204132 10 of 12 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 hereinbelow 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, 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. 19-7728/207698 05/19-204132 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Susan Saxe-Clifford, Ph.D., ABPP APC California COMPANY NAME By: � I�ire>vtvrJ(�I-lief J �D (Pursuant To HBMC§3.03.100) �fo2 PAP �� p� � � � � �PPROVED AS TO FORM: print name ITS: (circle one)Chairman res de-Y/vice President AND By, ® � mac-- City Attorney +i�V Date print name RECEIVE AND FILE: ITS: (circle one)Secretary/Chief Financial Officer/Asst, Secretary—Treasurer City Clerk Date COUNTERPART 19-7728/207698 05/19-204132 12 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Susan Saxe-Clifford, Ph.D., ABPP APC California COMPANY NAME HirL�trnJ�iiOf By. (Pursuant To HBMC§3.03.100) APPROVED AS TO FORM: print name ITS: (circle one)Chairman/President/Vice President AND • City Attorney A,JV By: Date print name RECEIVE AND FILE: ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer w L� 4waa ity Clerk COUNTERPART Date OJU_L.y /? C�-o l 19-7728/207698 05/19-204132 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) In an effort for the Huntington Beach Police Department to hire quality personnel that will serve the public, it is essential to properly screen candidates during the hiring process. The Police Department requires a careful and complete screening of all candidates for employment, which includes a psychological evaluation for sworn police officers and certain classes of civilian employees. The CITY of Huntington Beach has proposed to enter into a contract with a licensed professional to administer and evaluate pre-employment psychological tests. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. The CONSULTANT will schedule with the candidate to conduct the evaluation. The evaluation will take place at the CONSULTANT's office or a mutually agreed upon location 2. The CONSULTANT will provide the Police Department with a written report of each evaluation. 3. The CONSULTANT will make themselves available for consultation with Police Department staff when requested. 4. The CONSULTANT will conduct pre-employment psychological examinations for sworn and selected civilian candidates of the Police Department throughout the duration of the contract. 5. The CONSULTANT will provide fitness for duty evaluations on Police Department employees and other psychological services on an as needed basis. 6. The CONSULTANT will provide tactical decision making and stress management training when requested to do so. 7. The CONSULTANT will provide ongoing training to the Police Department's Trauma Support Team when requested to do so. The training will include psychological debriefing techniques. 8. The CONSULTANT will attend periodic Trauma Support Team meetings when requested to do so. 9. The CONSULTANT will provide psychological therapy and debriefing services for Police Department employees when requested to do so. 10.The CONSULTANT will provide psychological crisis intervention for Police Department employees when requested to do so. 11.The CONSULTANT will maintain all appropriate professional licenses and certifications. 12.The CONSULTANT will invoice the Police Department on a monthly basis for services provided. 13.The CONSULTANT will provide worker's compensation insurance of not less than what is set forth by CITY contract provisions. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Pay consultant after an invoice is received from the consultant. 2. Review all reports submitted by the consultant. 3. Negotiate rates with consultant as necessary. 4. Provide overall review of the services. D. WORK PROGRAM/PROJECT SCHEDULE: These services will be conducted within the contract period. It is understandable that some services will continue beyond the contract period if the services are ongoing. These ongoing services will not have any costs that will be assessed beyond the contract period. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: FY 19/20—Year 1 FY 20/21 —Year 2 FY 21/22—Year 3 Pre-employment $425 per applicant $425 per applicant $450 per applicant Psychological Evaluations Other Services $350 per hour $350 per hour $350 per hour B. Travel. Charges for time during travel are not reimbursable C. Billing 1. 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; 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 Surfnet Exhibit B hourly I 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. Surfnet Exhibit B hourly 2 .apt rr& CERTIFICATE OF LIABILITY INSURANCE DATElmwoOfrm) THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TE CERTIFICATE HGLD , E H EF2. 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the CID ficato holder is an ADDITIONAL INSURED,the Poltcy()gs)must have ADDITIONAL INSURED provisions or be ondors6d. If SUBROGATION IS WAIVED, subject to the terms and contllUons of the Policy,certain policies may require an endorsement. A statement on this cortificate does not confer ri hta to the certificate holder In lieu of such endomoment a, PRODUCER A r?1 EROL HASSAN pi Fclf7If EROL HASSAN atap __ v._. iq+vt�.w« 310,ria5-t57tt PAx 3540 HIGHLAND AVE tAB�Nct- 37A � E 5829 _. MANHATTAN BEACH,CA DO?)66 � ~ — �I PIS}AFFORDf{dG COVERAGE_.. NAIC a INSURED �_ �____ --.___.__. INSURE RA:State Fam#Genera#Insurance GonTany 25151 oisuitcR u:State Farm Fire and Casualty company 26143 CLIFFORD,SUSAN SAXE DR A PROFESSIONAL CORPORATION sttR t: 16530 VENTURA BLVD STE 603 INSURER D: COVERAGES atstlrterF CER71FtCATE"LIMBER: REVISION NUMBER. THIS IS TO CERTIFY THPIT T71E POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ADCTVG FOR THE POLICY PERIOD IN44CATED. 140TV^ATH,STANOING ANY REQUIREMENT, TERM OR CONDITION Or ANY CONTRACT OR OTHER DOCUMENT VWTH R!SPCCT 7O VMICH THIS CERTIFICATE MAY BE ISSUED OR LIAY PERTAIN, THE INSURANCE ArFORDC-O BY THE POLICIES DESCRIBED H_ N IS SUBJECT TO ALL THE TERIJS, EXCLUSIONS AND CONDiTtONS OF SUCH POUCIES,LIMITS SHOWN 44AY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF W5t7tiA.uCE pOtX;Y N PCA,IGY FF� POLIt`Y tJLP_t......,.._....,_.._ cOf0WERCIALOENFRALLLARILIT' f (witroryyyyl LAOTS CL0.INISWADE UCGt CA000C LfRr1CWX s 1.000.000 LeNff PREMISE$IrApxurrv,xr 1 300,000 _ __. 11FD FkP(My tym n�S S 000 (�.� N N 929226792 (WI812010 04f1 W2020 .A L& ."—.."' A p'E,iYSt,#t.ty r4 aDv INy"JfiY t _ M7JGEN°LAG("kEviTeLst.IITaPFLiFs�e r -, RrL.xc:cuEcaxr. s 2'.t .000 ��Y C�.��� L �Lam: !_._ PR<Mcts-CtaMPlrJP ALiG t 2.000.000 AlI7t%!Ol3X.E LULnrTY n. i S ' � !.0 SIN L ANY AUTO OWUE0 ( SGL+&DULE.B Y IN JURY(Per person) S ._ auTcys ONLY AUTOS f oni y tNJtURY iRar t+ re t#wRro AUt erg( r3tt} 4'uir"L LG AtITCkS th"iLV AUT08 OFMLY j i! _0wecy,. tt UISSREC1 t LIAR 'OC1;VH � EXCESS"An t i EACH t?0CiJRREWE 5 ` !t .. _ _., CLAW+MADC y AC,t`ttf Y„AT'v S tar'CT R3'TEt. N S A DE!M S VEns,t,"tLrN YtN ; AND EMPLt}YgRS'LIAaH.tTY y ANY PRO'RIErCR,PAATKER,'EXEr VT1VE ER.. o4lcrkareraitcxscxcurtxm Y NIA N 92-C74J308-5 071t}9t2{}19 0710ii2020 E,L rraGcreaErsr 5 1,000,000 i(Mandatory In NH) y ..._..�..,.._....__ N Lon,decutre wiCoa �.;t_CssevSc-ca eue+covEf s t,p .000 _3 i+Tl 4 f' RATION E L,NSCASE-Mt try L.WIT T 1,000,000 f DESCR#+nON OF OPERAnONS I LOCATIONS i VEHICLES#ACORD lot,AddRlahat Rangka 54Po4k".may be atowhad it,n—e apace Is re Wrad) PSYCOLOGICAL SERVICES A OVED AS T FORM r 8Y: NIICHFsEe t G S CERTIFICATE HOLDER CITY ATTOkNEY CANCELLATION CITY OF HUN t e"IS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATMON DATE THEREOF. NOTICE WILL BE DELIVERED IN Huntiritjton Beach Police Department ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach.CA 92f,6$ �t✓' aFPRe NTA (D 1988.2015 ACORD CORPORATION.­A11 reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD S6�T.lf#B tD2944.t2 fXi-f626t8