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HomeMy WebLinkAboutDavis Farr LLP - 2019-05-20 T,� f �' f ; , A City of Huntington Beach File #: 19-570 MEETING DATE: 5/20/2019 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Lori Ann Farrell Harrison, Interim City Manager PREPARED BY: Gilbert Garcia, Chief Financial Officer Subject: Approve and authorize execution of a three year Professional Service Contract with Davis Farr LLP in the amount of $151,120 to perform Financial Audit Services Statement of Issue: City Council approval is requested to approve and authorize a three year professional services contract with Davis Farr LLP in the amount of$151,120 to perform financial audit services. Financial Impact: Sufficient appropriation will be budgeted in the Finance Department ($43,800 in business unit 1,0035205) and West Orange County Water Board Fund ($5,200 in business unit 50885101) for year one (fiscal year 2019/20) of the contract. Fiscal years 2020/21 ($50,360) and 2021/22 ($51,760) will be budgeted accordingly to cover the cost of year two and three of the audit services contract. The total three-year contract equals $151,120. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "Professional Service Contract Between the City of Huntington Beach and Davis Farr LLP for Financial Audit Services." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: The City of Huntington Beach is required by Charter to arrange for an independent audit of its financial statements each year. This contract is for a financial audit of all funds of the City's reporting entity, a Single Audit Report of the City's federal grant programs, an AB 2766 Audit relating to the City's Air Quality Fund, and an audit of the West Orange County Water Board (WOCWB), a fiduciary fund of the City of Huntington Beach. The City Council will also receive a management letter that will detail recommendations to improve the City's control and financial management. The audit is to be performed with auditing standards generally accepted in the United States and Government Auditing Standards issued by the Comptroller of the United States. City of Huntington Beach Page 1 of 2 Printed on 5/15/2019 powere24 ,LegistarTM File #: 19-570 MEETING DATE: 5/20/2019 Staff sent out a Request for Proposals (RFPs) for audit services to prospective independent auditors who had requested to be on a bidders' list or were listed on the California Society of Municipal Officers' website. In addition, the RFP was posted on the City's website. Eight proposals were received. The auditing firms were asked to submit cost proposals providing financial audit services for fiscal years ending June 30, 2018, 2019, and 2020. Below is a summary of the total base fee for the three years: Audit Firms Year 1 Year 2 Year 3 Total" Brown Armstrong Accountancy Corp. 55,800 55,800 55,800 $ 167,400 Davis Farr LLP 49,000 50,360 51,760 $ 151,120 Eadie&Payne LLP 53,000 53,000 53,000 $ 159,000 Lance,Soll&Lunghard, LLP 49,900 49,900 49,900 $ 149,700 Moss, Levy&Hartzheim, LLP 43,480 43,700 44,150 $ 131,330 Rogers,Anderson, Malody&Scott, LLP 50,290 50,280 51,540 $ 152,110 The Pun Group, LLP 55,000 56,410 57,862 $ 169,272 White Nelson Diehl Evans LLP 59,510 61,175 62,891 $ 183,576 * Cost proposals include the audit of four major federal grant programs Staff analyzed and reviewed all eight proposals based on a variety of factors including the firm's references, responsiveness to the RFP, qualifications in performing audits for governmental entities of similar size and scope, other relevant experience, and resumes of key staff to be assigned on the engagement. Staff is recommending Davis Farr LLP as the most qualified firm to perform auditing services for the City of Huntington Beach given the size and complexity of the City's finances including its enterprise funds and operations, fiduciary funds including the federal grants and programs, outstanding bond debt, and overall financial structure. Environmental Status: Not applicable Strategic Plan Goal: Strengthen long-term financial and economic sustainability Attachment(s): 1. Professional Service Contract Between the City of Huntington Beach and Davis Farr LLP for Financial Audit Services 2. Certificate of Insurance 3. Rating Sheets City of Huntington Beach Page 2 of 2 Printed on 5/15/2019 powere25 ,Legistarl" PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DAVIS FARR LLP FOR FINANCIAL AUDIT SERVICES 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 Davis Farr LLP, a California Limited Liability Partnership, hereinafter referred to as "CONSULTANT." a WHEREAS, CITY desires to engage the services of a consultant to provide financial audit services; 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 Jennifer Farr who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree/surfnet/professional svcs mayor I of 11 10/12 19-7534/203219 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on May 20th , 2019 (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 One Hundred Fifty One Thousand One Hundred and Twenty Dollars Dollars ($151,120). 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. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professional svcs mayor 2 of 11 10/12 19-7534/203219 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. The only limitations on this provision shall be those imposed by AICPA Code of Professional Conduct ET Section 1.228.020; i.e., loss or damage which was caused by the sole negligence or willful misconduct of the 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. agree/surfnet/professional sves mayor 3 of 11 10/12 19-7534/203219 9.. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. agree/surfnet/professional svcs mayor 4 of 11 10/12 19-7534/203219 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 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. agree/surfnet/professional Svcs mayor 5 of 11 10/12 19-7534/203219 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 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 agree/surfnet/professional svcs mayor 6 of 11 10/12 19-7534/203219 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 Davis Farr LLP ATTN: Dahle Bulosan Jennifer Farr 2000 Main Street 2301 Dupont Drive, Suite 200 Huntington Beach, CA 92648 Irvine, CA 92612 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. 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. agree/surfnet/professional svcs mayor 7 of 11 10/12 19-7534/203219 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 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. agree/surfnet/professional svcs mayor 8 of 11 10/12 19-7534/203219 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. 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. agree/surfnet/professional svcs mayor 9 of 11 10/12 19-7534/203219 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 Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. agree/surfnet/professional sves mayor 10 of 11 10/12 19-7534/203219 CONSULTANT, CITY OF HUNTINGTON BEACH, a Davis Farr LLP municipal corporation of the State of California By: I (-;./1— Mayor print name ITS: (circle one) City Clerk AND INITIATED AND APPROVED: By: print name Chief Financial Officer ITS: (circle one) ie r/Asst. Secretary-Treasurer n 40Ar REVIEWED AND APPROVED: City Manager COUNTERPART APPROVED AS TO FORM: City Attorney &/ agree/surfnet/professional secs mayor 11 of 11 10/12 19-75341203219 CONSULTANT, CITY OF HUNTINGTON BEACH, a Davis Farr LLP municipal corporation of the State of California By: yor print name '-;� Q ITS: (circle one)Chairman/PresidentfVice President j� City Clerk 1-7 ,W AND INITIATED AND APPROVED: By. "OL9- print name Chief Financial Officer ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer REV7AND APPROVED: r 7� ity Manager COUNTERPART APP VED AS TO FORM: City Attorn y kW agree/surfnet/professional svcs mayor 11 Of 11 10/12 19-7534/203219 EXHIBIT A City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES Section E—Audit Approach Davis Farr plans and conducts our engagements in the most efficient manner possible, and our audit approach is unique with regard to the following: • Our firm is sensitive to the priorities and work requirements of our clients. We work around the schedules of our clients when scheduling segments of the audit or requesting documentation in order to minimize disruption of City staff and to complete the audit in a timely manner. • Whenever possible, we use accounting support already prepared by the City staff to avoid duplication or unnecessary requests for audit supporting schedules. Typically, we request support for balance sheet items,the year ending trial balance and cash and long-term debt confirmations. • Our firm's expertise is in governmental auditing. Our auditors are GASB experts and skilled at addressing audit issues that are specific to local governments. You will not spend time training our personnel. • When formulating internal control recommendations, we obtain a thorough understanding of the specific circumstances at your City to provide a tailored, practical recommendation. • Throughout the year we are a resource to our clients in providing accounting advice, researching technical questions, dealing with tax problems, and helping with other problems as they arise. Audit Software -We utilize CaseWare audit software for the electronic City of workpapers. We have the ability to accept audit documentation in either hard copy or electronic format. CaseWare allows us the ability to import trial balances that can be provided in either excel or a text document. Some of the benefits of using CaseWare trial balance software are as follows: • We can create our own lead sheets (i.e., analytical review comparison schedules). This limits the amount of time finance staff spends creating audit schedules. Our software automatically generates analytical review reports by account number for ease of analyzing significant fluctuations between fiscal years. • We can link the financial statement schedules directly to the CaseWare trial balances. As a result, we can provide the City with auditor prepared financial statements almost immediately after receiving the trial balance from the City. Additionally,journal entries are easy to post to the financial statement schedules and the risk of data entry error is minimized. • We can provide the City with reports showing the coding of the financial statement schedules for ease of review by City staff. These reports show each account coded to a specific financial statement line item as well as journal entries that are posted during the audit. 11 � City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES Data Mining Software We have a dedicated team of personnel trained to use special data mining software, IDEA. Our software uses source data from your accounting system to search for anomalies, such as duplicate or voided checks, cross-referencing vendor addresses with employee addresses, detecting accounting transactions recorded on the weekend, reviewing journal entry postings for unauthorized individuals. The IDEA software identifies specific transactions for the auditors to review for potential fraud or error. Internal Control Evaluation Our approach to evaluating internal controls involves observation and inquiry. We spend time with the personnel responsible for the accounting cycles to gain an understanding of the processes. We also carefully evaluate your policies and procedures. After our initial evaluation, we identify key controls in your processes and design test to evaluate the effectiveness of those processes. In the initial year of the audit, we will focus on the following accounting cycles: • Billing and cash receipting • Capital assets • Purchase and disbursements • Payroll • Investment and cash controls • Information systems In future years, we will review the accounting cycles noted above but also look at other processes such as credit card transactions, petty cash, inventory controls, offsite cash receipting, employee reimbursements, contract compliance, and other areas. Our goal is to modify our audit approach every year to further evaluate your internal controls. • .• • • . •• • . -- • During the planning phase of the audit, we plan to perform the following procedures: • Meet with finance personnel to obtain an understanding of significant transactions during the year. • Communicate with the City Council regarding fraud, compliance with laws, and any concerns they have regarding the finances of the City. • Perform internal control evaluations as noted on the previous page. • Determine materiality levels that will be used in selecting audit transactions. • Perform a risk assessment to develop the audit plan for the year. • Review minutes of City Council meetings. • Review important new contracts, bond documents, and agreements. • Evaluate compliance with investments. 12 City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES • Test purchase orders and contract management. • Test a sample of cash disbursements to determine adherence to policies and internal controls. • Perform a review of the organization's information systems and controls. • Perform compliance testing of federal grants, as necessary. • Review the prior audited financial statements and provide feedback to City staff regarding best practices for financial reporting. • Provide templates and example footnotes for implementing new accounting standards After the books are closed and ready for audit, we will perform our year-end procedures which include the following: • We will confirm 100% of all cash and investment balances and test market values provided by your investment custodians. • We will test for proper cutoffs of accounts receivable and grants receivable. • We will confirm and test material notes and loans receivable. • We will test additions and deletions to capital assets. We will review depreciation expense for reasonableness. • We will test interfund transactions including due to/due from other funds, advances, and transfers. We will review legal documents supporting loans and test the allowability of transfers out of restricted funds. • We will test current liabilities and perform a search for unrecorded liabilities. • We will review unearned revenue balances for proper cutoffs. • We will test the balances of accrued payroll and employee related liabilities. • We will confirm long-term debt with independent parties. • In years of new debt issuances, we will review the journal entry to record the debt to ensure the accuracy of the accounting. • Testing of actuarial valuations and calculations related to OPEB obligations and new disclosures under GASB 75. • Testing of actuarial valuations and calculations related to pension obligations and disclosures under GASB 68. • Evaluation of claims and judgments payable. • Testing of restrictions and classifications of net position. • Analyze grant revenues and expenses to ensure proper matching within the fiscal year. • Test the reasonableness of interest income, realized, and unrealized gains/losses on investments. • Analytically and substantively test revenues and expenses reported in the financial statements. 13 • • City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES • We will incorporate an element of unpredictability every year that will focus on an audit area that is not typically considered a high or significant risk area such as petty cash, credit card purchases, new vendors, travel expenses, etc. The aforementioned tests are only a few of the tests performed during the examination and by no means is it meant to be all inclusive. During the final stage of the audit we will meet with Finance staff to review our audit findings and any adjusting journal entries. As part of our Single Audit for the years in which the City expends granter than $750,000, we will perform the following procedures in accordance with the Uniform Guidance: • Perform an evaluation of the major programs required to be tested • Review OMB guidance and the OMB Compliance Supplement for the grant program audited. • Review internal controls for each of the applicable 14 compliance areas for each program audited. • Using AICPA sampling guidance, we will select a sample for each of the applicable 14 compliance areas for each program audited. We will test the sample for compliance with those 14 areas. • Test the indirect cost rate, if applicable • Review monitoring reports for noncompliance and follow up on the resolution of past noncompliance, if applicable. • Issue a single audit report of federal expenditures. • File the data collection form within the specified deadline. . - . The nature and extent of the work required is dependent on our assessment of the likelihood of misstatements in the financial statements together with our conclusions from the planning and testing stages of the audit. All of the audit information is then used to reach a conclusion on whether the financial statements taken as a whole conform with generally accepted accounting principles. • We will review significant events after year end • We will review attorney letters for significant legal matters • We will review the City prepared Comprehensive Annual Financial Report. The report will undergo five levels of review and comments will be consolidated for the City. • We will ensure accurate and complete disclosures in the notes to the financial statements. • We will meet with the Finance Committee and City Council to present the results of the audit. 1.4 City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES Section F—Scope of Work Our understanding of the objectives and scope of the work to be performed is as follows: • We will perform an audit examination of the financial statements of the City of Huntington Beach for the fiscal years ending June 30, 2019 through 2021. Our examination will be conducted in accordance with generally accepted auditing standards,the AICPA Audit and Accounting Guide, Audits of State and Local Government Units, and the Government Auditing Standards issued by the Comptroller General of the United States. The City will prepare the Comprehensive Annual Financial Report (CAFR). We will ensure that the report is prepared in conformity with the most recent edition of the GAAFR, the GAAFR Update, and subsequent GASB pronouncements. • We will perform a compliance audit of federal expenditures in accordance with the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards in any year the City has federal expenditures of more than $750,000. • We will perform agreed-upon-procedures over the City's Gann Appropriations Limit. • We will perform a compliance audit of the Air Quality Improvement Fund. We will prepare an audit opinion on compliance with the requirements of AQMD. • We will perform a financial statement audit of the West Coast County Water Board. We will prepare the financial statements for the entity based on the information provided by the City. • We will prepare a letter to the City Council reporting matters dealing with internal control that meet the threshold of being a significant deficiency or material weakness, as defined by SAS No. 115. We will immediately report any irregularities or illegal acts that come to our attention to management and/or those charged with governance. • We will meet with the Finance Committee and City Council to discuss the results of the audit as requested. • Finally,we perceive the scope of our work as being advisors to the City regarding generally accepted accounting principles. Throughout the year, the management and other finance personnel of the City will have access to us to seek advice in the application of generally accepted accounting principles, advice regarding debt issuance, financial statement preparation and content, and any other matters relating to the City. 15 EXHIBIT B City of Huntington Beach PROPOSAL FOR PROFESSIONAL AUDITING SERVICES Section K— Fee Proposal We believe that we can provide you with invaluable expertise as well the benefit of our fresh perspective, creative insight and heightened client service mentality in the interest of achieving your current and future objectives. Our resources can help you take full advantage of opportunities as they arise. Our proposed fee structure is competitive and indicative of the value we are confident we can deliver. FIXED FEES Service 2018-19 2019-20 2020-21 City Audit and Related Reports $32,200 $33,170 $34,170 Single Audit* $6,100 $6,280 $6,470 Appropriations Limit Review $500 $520 $540 AQMD Audit $1,000 $1,030 $1,060 West Orange County Water Board $5,200 $5,360 $5,520 Total for Fiscal Year $45,000 $46,360 $47,760 *The single audit fee includes up to two major programs. Additional major programs, if necessary, can be audited for$2,000 each. For work performed outside of the scope of the audit, our rates are as follows: Classification Hourly Rate Partner $180 Manager $130 Senior $110 Staff $90 18 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DAVIS FARR LLP FOR FINANCIAL AUDIT SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................1 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................2 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................3 10 Certificate of Insurance............................................................................................4 11 Independent Contractor............................................................................................5 12 Termination of Agreement.......................................................................................5 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................6 15 City Employees and Officials..................................................................................6 16 Notices.........................................................................................6 17 Consent....................................................................................................................7 18 Modification.............................................................................................................7 19 Section Headings .....................................................................................................7 20 Interpretation of this Agreement..............................................................................7 21 Duplicate Original....................................................................................................8 22 Immigration...............................................................................................................8 23 Legal Services Subcontracting Prohibited................................................................8 24 Attorney's Fees..........................................................................................................9 25 Survival.....................................................................................................................9 26 Governing Law.........................................................................................................9 27 Signatories.................................................................................................................9 28 Entirety......................................................................................................................9 29 Effective Date.................................................................................10 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DAVIS FARR LLP FOR FINANCIAL AUDIT SERVICES Table of Contents 1 Scope of Services.....................................................................................................1. 2 City Staff Assistance.......................................................................... .....................1 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................2 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................3 10 Certificate of Insurance............................................................................................4 11 Independent Contractor............................................................................................5 12 Termination of Agreement.......................................................................................5 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................6 15 City Employees and Officials..................................................................................6 16 Notices.........................................................................................6 17 Consent....................................................................................................................7 18 Modification.............................................................................................................7 19 Section Headings .....................................................................................................7 20 Interpretation of this Agreement..............................................................................7 21 Duplicate Original....................................................................................................8 22 Immigration...............................................................................................................8 23 Legal Services Subcontracting Prohibited................................................................8 24 Attorney's Fees..........................................................................................................9 25 Survival.....................................................................................................................9 26 Governing Law.........................................................................................................9 27 Signatories.................................................................................................................9 28 Entirety.................................................. ...................................................................9 29 Effective Date.................................................................................10 268 DAVIFAR-01 MA912705 ACORl� CERTIFICATE OF LIABILITY INSURANCE DATE(MMI6D/YYYY) 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 pollcy(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 endorsement(s). PRODUCER License#OE77964 CONTACT Suzanne Posada NAME Integro USA Inc.,dba:Integro Insurance Brokers PHrCONN,Ext):(949 419-1644 FAx (949)419-1674 3620 Birch Street ) (Arc,Na E-MAIL Newport Beach,CA 92660 I a❑❑ E s:suzanne.posada@integrogroup.com f INSURERS AFFORDING COVERAGE NAIC N INSURER.A:Travelers Property Casualty Company of America 25674 INSURED INSURER e:Travelers Casualty Insurance Company of America 19046 Davis Farr,LLP INSURER c:Great Divide Insurance Company 25224 2301 Dupont Drive,Suite#200 INSURER D Irvine,CA 92612 -- 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 CONTRACTOR 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 7ypE OF INSURANCE ADD SUER POLICY NUMBER PO1 ICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY j 1,000,000 EACH OCCURRENCE g CLAIMS-MADE u OCCUR X 6804JI64861 05/21/2019 05/21/2020 DAMAGETORaEoNccTrED ce g 300,000 MEDEXP(Any oneperson) g 5,000 PERSONAL&ADV INJURY $ 1,()00,0()0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑jp(?T 0 LOC 2,000,000 PRODUCTS-COMPlOP AGG $ _ OTHER: VED AS TO F RM B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO _ BAON3=p� 06/2112020 BODILY INJURY Per person) $ AUTOS ONLY SCHEDULED M fCI IAEL E.GA 5 X HIRED X NON-OWNED CITYATTORNE BODILY INJURYPeracciden $ AUTOS ONLY AUTOS ONLY BEACH PPe�aalCen DAMAGE $ CITY OF 11UNTINGTO —__-- A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAR CLAIMS-MADE CUP4J155126 05/21/2019 05/21/2020 AGGREGATE $ 1,000,000 DED X RETENTION$ 0 A WORKERS COMPENSATION ' X PER OTH- AND EMPLOYERS'LIABILITY YIN T ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ UB6KO48648 0512112019 05121/2020 1,000,000 OFFICEglMEMBER EXCLUDED? N/A E,L_EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYE 5 1,000,000 It pes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT C Professional Liab.- CAS20185202 05/21/2019 05/21/2020 Ea Claim/Aggregate 5,000,000 C (Claims Made) CAS20185202 05/21/2019 05121/2020 Ded.-Ea Claim/Agg. 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached it more space is mqulred) Professional Liability(Claims Made)Policy:Retroactive Date:0 5/1 512 01 5 City of Huntington Beach,Its Officers,Elected or Appointed Officials,Employees,Agents and Volunteers are additional insured,per the attached form#CG D1 05 04 94,to the extent required by written contract,subject to policy terms and conditions.Coverage is Primary and Non-Contributory per attached form#CG T1 00 02 19,to the extent required by written contract,subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tY g Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED: Davis Farr, LLP POLICY NO. : 6804J154861 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED(SECTION II) is amended in a written contract for this insurance to to include as an insured any person or organiza- apply on a primary or contributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in a written contract, executed prior to loss, to name as additional insured, but a. on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- and Contractors Protective policy. tional insured performed by you or for you. b. to "bodily injury," "property damage," "per- t. With respect to the insurance afforded to Addi- sonal injury," or "advertising injury" arising tional Insureds the following conditions apply: out of the rendering of or the failure to render any professional services by or for you, in- a. Limits of Insurance— The following limits of cluding: liability apply: 1. The preparing, approving or failing to 1. The limits which you agreed to provide; prepare or approve maps, drawings, or opinions, reports, surveys, change or- 2. The limits shown on the declarations, ders, designs or specifications;and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG 131 05 04 94 Copyright, The Travelers Indemnity Company, 1994, Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. INSURED: Davis Farr, LLP POLICY NO. : 6804J154861 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence"that takes place what is and is not covered. in the"coverage territory'; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our"refer to the company providing this insurance. under Paragraph 1. of Section 11 — Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An by you to give or receive notice of an Insured. "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I—COVERAGES l continuation, change or resumption of such COVERAGE A — BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" which a. We will pay those sums that the insured occurs during the policy period and was not, becomes legally obligated to pay as damages prior to the policy period, known to have because of"bodily injury" or.,"property damage" occurred by any insured listed under Paragraph to which this insurance applies. We will have 1. of Section 11 — Who Is An Insured or any the right and duty to defend the insured against "employee"authorized by you to give or receive any "suit" seeking those damages. However, notice of an "occurrence"or claim, includes any we will have no duty to defend the insured continuation, change or resumption of that against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to which this end of the policy period. insurance does not apply" We may, at our discretion, investigate any° "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But: deemed to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of Section II — Who Is An limited as described in Section III — Limits Insured or any "employee" authorized by you to Of Insurance; and give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the bodily explicitly provided for under Supplementary injury or property damage"; or Payments. 3 ( ) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage"only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages, any time from the "bodily injury". This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to; serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or"property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property, furnishing alcoholic beverages. b. Contractual Liability d. Workers'Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury"to: of the contract or agreement;or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured contract", provided that the (a) Employment by the insured; or "bodily injury" or "property damage" occurs subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business:or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1)above. other than an insured will be deemed to be damages because of "bodily injury" or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured This exclusion does not apply to liability contract"; and assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract". expenses are for defense of that party against a civil or alternative dispute t Pollution resolution proceeding in which (1) "Bodily injury" or "property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; . subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2W The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii} "Bodily injury" or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception does not apply if the bodily injury" held liable, if you are a contractor or "property damage" arises out of and the owner or lessee of such the intentional discharge, dispersal premises, site or location has been or release of the fuels, lubricants added to your policy as an or other operating fluids, or if such additional insured with respect to fuels, lubricants or other operating your ongoing operations performed fluids are brought on or to the for that additional insured at that premises, site or location with the premises, site or location and such intent that they be discharged, premises, site or location is not dispersed or released as part of and never was owned or occupied the operations being performed by by, or rented or loaned to, any such insured, contractor or insured, other than that additional subcontractor; insured;or (iii)"Bodily injury" or "property (ii) "Bodily injury" or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii)"Bodily injury" or "property time transported, handled, stored, damage" arising out of heat, treated, disposed of, or processed as smoke or fumes from a "hostile waste by or for: fire"; or (i) Any insured; or (e) At or from any premises, site or (ii) Any person or organization for location on which any insured or any whom you may be legally contractors or subcontractors working responsible; directly or indirectly on any insured's behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which ;any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, detoxifying or neutralizing, or in any (6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured;and g. Aircraft,Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge, of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or "Bodily injury" or "property damage" arising out loaned to any insured. Use includes operation of: and "loading or unloading". (1) The transportation of "mobile equipment" This exclusion applies even if the claims by an "auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring, (2) The use of "mobile equipment" in, or while employment, training or monitoring of others by that insured, if the "occurrence" which caused in practice for, or while being prepared for, the"bodily injury"or"property damage" involved any prearranged racing, speed, demolition, or stunting activity the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or I. War watercraft that is owned or operated by or "Bodily injury" or "property damage" arising out rented or loaned to any insured. of: This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including own or rent; action in hindering or defending against an (2) A watercraft you do not own that is: actual or expected attack, by any government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents: or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j, Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract"for the ownership, maintenance or use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another's property; "mobile equipment under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility law, or other motor vehicle insurance (3} Property loaned to you; law, where it is licensed or principally (4) Personal property in the care, custody or garaged;or control of the insured; Page 4 of 21 02017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or .your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the "property damage" arises out of those operations; or Property (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on replacement, adjustment, removal or disposal of: Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate limit of insurance applies to "premises damage" (2) "Your work';or as described in Paragraph. 6. of Section III — (3) "Impaired property"; Limits Of Insurance. Paragraph (2) of this exclusion does not apply if if such product, work, or property is withdrawn the premises are "your work" and were never or recalled from the market or from use by any occupied, rented or held for rental by you. person or organization because of a known or suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed under a sidetrack agreement. o. Personal And Advertising Injury Paragraph (6) of this exclusion does not apply "Bodily injury" arising out of "personal and to "property damage" included in the "products- advertising injury". completed operations hazard". p. Electronic Data k. Damage To Your Product Damages arising out of the loss of, loss of use "Property damage" to "your product" arising out of, damage to, corruption of, inability to access, of it or any part of it. or inability to manipulate"electronic data". I. Damage To Your Work However, this exclusion does not apply to liability for damages because of"bodily injury". "Property damage" to "your work" arising out of it or any part of it and included in the "products- q. Unsolicited Communication completed operations hazard". "Bodily injury" or"property damage" arising out This exclusion does not apply if the damaged of any actual or alleged violation of any law that work or the work out of which the damage restricts or prohibits the sending, transmitting arises was performed on your behalf by a or distributing of"unsolicited communication". subcontractor. r. Access Or Disclosure Of Conidfenital Or m. Damage To Impaired Property Or Property Personal Information Not Physically Injured "Bodily injury" or "property damage" arising out "Property damage" to "impaired property" or of any access to or disclosure of any person's property that has not been physically injured, or organization's confidential or personal arising out of: information. (1) A defect, deficiency, inadequacy or s. Asbestos dangerous condition in "your product" or (1) "Bodily injury" or "property damage" arising 'your work'; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the "bodily injury" or "property damage" is This exclusion does not apply to the loss of use of other property arising rout of sudden and caused or contributed to by the hazardous properties of asbestos. CG T1 00 02 19 cCQ 2017 The Travelers Indemnity Company.Ali rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property"damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph(a), (b),or(c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including, smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part :of any claim or because of the "bodily injury". "suit" which also alleges any "bodily injury" Exclusions c. through n. do not apply to "premises or "property damage" `' described in damage". A separate limit of insurance applies to Paragraph (1)above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III—Limits Of Insurance. any: COVERAGE B--PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and advertising injury" to which this insurance does person or organization because of not apply. We may, at our discretion, testing for, monitoring, cleaning up, investigate any offense and settle any claim or removing, containing, treating, detoxifying or neutralizing, or in any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance;and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance in the payment of judgments or settlements under Coverages A or B or (a) Refusal to employ that person; medical expenses under Coverage C. (b) Termination of that person's No other obligation or liability to pay sums or employment; or perform acts or services is covered unless (c) Employment-related practice, policy, explicitly provided for under Supplementary act or omission, such as coercion, Payments. demotion, evaluation, reassignment, b. This insurance applies to "personal and discipline, failure to promote or advertising injury" caused by an offense arising advance, harassment, humiliation, out of your business but only if the offense was discrimination, libel, slander, violation committed in the "coverage territory" during the of the person's right of privacy, policy period. malicious prosecution 1-,,or false arrest, 2. Exclusions detention or imprisonment applied to or directed at that person, regardless of This insurance does not apply to: whether such practice; policy, act or a. Knowing Violation Of Rights Of Another omission occurs, is tj applied or is "Personal and advertising injury" caused by or committed before, during or after the at the direction of the insured with the time of that person's employment; or knowledge that the act would violate the rights (2) The spouse, child, parent,,;brother or sister of another and would inflict "personal and of that person as a consequence of "bodily advertising injury". injury" to that person at whom any of the Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury"caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury" arising out of f. Breach Of Contract oral or written publication, Jpcluding publication "Advertising injury" arising out of a breach of by electronic means,of matgrial, if done by or at contract. the direction of the insuredrwith knowledge of its falsity. g. Quality Or Performance Of Goods - Failure 7o Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic,means, of material h, Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong description of the price of goods, products or (2) "Advertising injury" arising out of services stated in your"advertisement". infringement of copyright, "title" or "slogan" in your "advertisement' whose first t. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other "personal and advertising injury" alleged in any d. Criminal Acts claim or "suit" that also alleges any such "Personal and advertising injury"arising out of a infringement or violation: criminal act committed by or at the direction of (1) Copyright; the insured. e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (6) Trade secret; or (1) That the insured would have in the absence (7) Other intellectual roe rights or laws. of the contract or agreement; or property (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary ;`litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury", provided that: j, Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "Insured contract"; and business is: (b) Such attorneys' fees and litigation (1) Advertising, "broadcasting" or publishing; expenses are for defense of that party CG T1 00 02 19 02017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. i'; i � COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to,or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury"arising out of; However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury". (2) Warlike action by a military force, including For the purposes of this exclusion: action in hindering or defending against an actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or newsletters about your goods, products or (3) Insurrection, rebellion, revolution, usurped services will not be considered the power, or action taken by governmental business of publishing; and authority in hindering or defending against any of these. (2) The placing of frames, borders or links, or p, Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidenital Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the insured hosts or owns, or over which the "Personal and advertising injury" arising out of insured exercises control. any access to or disclosure of any person's or organization's confidential or personal 1. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed to by the hazardous properties of asbestos. "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants"at any time. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or In. Pollution-Related contaminant; including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes,: acids, alkalis, chemicals and waste, and that are part of any claim or (1) Request, demand, order or statutory or "suit" which also alleges any "personal and regulatory requirement'that any insured or advertising injury" described in Paragraph others test for, monitor; clean up, remove, (1)above. contain, treat, detoxify-for neutralize, or in any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating,.,, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (a) The accident takes place in the "coverage (b) Claim or suit by or on behalf of any territory"and during the policy period; governmental aut}ority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monifdring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to; or assessing the at our expense, by physicians of our choice effects of, asbestos; asbestos fibers or products containing asbestos. as often as we reasonably require. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay reasonable expenses for: (1) A person arising out of any: (1) First aid administered at the time of an (a) Refusal to employ that person, accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or 2_ Exclusions advance, harassment, humiliation, discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, .during or after the time of that person's employment; or c. Injury On Normally Occupied Premises (2) The spouse, child, parent, brother or sister To a person injured on that part of premises of that person as a consequence of you own or rent that the person normally "personal injury" to that person at whom occupies. any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the "bodily injury" are This exclusion applies whether the insured may payable or must. be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for "bodily injury" caused by an accident: Included within the "products-completed (1) On premises you own orient; operations hazard". (2) On ways next to premises you own or rent; g. Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©267 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the'insured in the same "insured contract"; 1. We will pay, with respect :to any claim we investigate or settle, or any "suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to $2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. d. All reasonable expenses incurred by the (a) Cooperate with us in the investigation, insured at our request to assist us in the settlement or defense of the suit"; investigation or defense of.the claim or "suit", (b) Immediately send us copies of any including actual loss of earnings up to $500 a demands, notices, summonses or legal day because of time off from work, papers received in connection with the e. All court costs taxed against the insured in the "suit". However, these payments do not include (c) Notify any other insurer whose attorneys' fees or attorneys' expenses taxed coverage is available to the indemnitee; against the insured. and f. Prejudgment interest awarded against the (d) Cooperate with us with respect to insured on that part of the judgment we pay. If coordinating other applicable insurance we make an offer to pay the applicable limit of available to the indemnitee; and insurance, we will not pay any prejudgment (2) Provides us with written authorization to: interest based on that period of time after the offer. (a) Obtain records and other information related to the"suit"; and g. All interest on the full amount of any judgment that accrues after entry of the judgment and (b) Conduct and control the defense of the before we have paid, offered to pay, or indemnitee in such "suit". deposited in court the part of the judgment that So long as the above conditions are met, attorneys' is within the applicable limit of insurance. fees incurred by us in the defense of that These payments will not reduce the limits of indemnitee, necessary litigation expenses incurred insurance. by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as 2. If we defend an insured against a "suit" and an Supplementary Payments. Notwithstanding the indemnitee of the insured is also named as a party provisions of Paragraph 2.b.(2) of Section I — to the "suit", we will defend that indemnitee if all of Coverages — Coverage A — Bodily Injury And the following conditions are met:, Property Damage Liability or Paragraph 2.e. of a. The "suit" against the indemnitee seeks Section I — Coverages — Coverage B -- Personal damages for which the insured has assumed And Advertising Injury Liability, such payments will the liability of the indemnitee in a contract or not be deemed to be damages for "bodily injury", agreement that is an"insured contract"; "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the `applicable limit of workers"; while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer meta "volunteer worker" as a consequence SECTION 11—WHO IS AN INSURED of Paragraph(1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and, your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a)or(b)above; or insured. Your members, 'your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d)above do not apply to"bodily injury" their duties as your managers. arising out of providing or failing to provide d. An organization other than a partnership, joint first aid or "Good Samaritan services" by venture or limited liability company, you are an any of your "employees" or "volunteer insured. Your "executive officers" and directors workers", other than an employed orvolunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a limited liability company), but only for acts you, any of your "employees", "volunteer within the scope of their employment by you or workers", any partner or member(if you are while performing duties related to the conduct a partnership or joint venture), or any of your business. However, none of these member (if you are a limited liability "employees" or "volunteer workers" are company). insureds for. b. Any person (other than your "employee" or (1) "Bodily injury"or"personal injury": "volunteer worker"), or any organization, while (a) To you, to your partners or members (if acting as your real estate manager, you are a partnership or joint venture), c. Any person or, organization having proper to your members (if you are a limited temporary custody of your property if you die, liability company),,:to a co-"employee" but only: while in the course of i his or her employment or ; performing duties (1) With respect to liability arising out of the related to the .,conduct of your maintenance or use of that property; and business, or to your other "volunteer (2) Until your legal representative has been appointed. CG T1 00 02 19 0 2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. a COMMERCIAL GENERAL LIABILITY d. Your legal representative if,you die, but only b. Arises out of the ownership, maintenance or with respect to duties.i: ias such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part.: manager or lessor; is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a,watercraft that you premises owner; manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and, written contract,.or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations,whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or 'property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with C. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury" that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1, of Section It -- subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the Declarations as: b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor.'� The insurance provided to such equipment lessor is as indicated in its name or the documents that subject to the following provisions: govern its structure. a. The limits of insurance provided to such 4. Arty parson ,or organtzatlorr shalt .is a.'pi emtses= equipment lessor will be the minimum limits that owner;.martder or lessor and fttatyu haue';agreed you agreed to provide in the written contract or Ina:wtlt#en contractr'agreemen# tJ Include as art; agreement, or the limits shown in the additional lristred on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance ,provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising;injury" caused by an offense occurs, or is "personal and ;advertising injury" that is committed, after the equipment lease caused by an offense .that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint ' i Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. r,. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership;joint venture or Declarations of this Coverage Part;or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An;lnsured. Damage To Premises Rented To You Limit in SECTION Ili—LIMITS OF INSURANCE, the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of a. Insureds; "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations, making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the Declarations, unless the"policy period is extended after 2. The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12 for the sum of: months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV — COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as practicable of an "occurrence" or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, notice should include: because of all "personal injury" and "advertising injury"sustained by any one person or organization. (1) How, when and where the 'occurrence" or offense took place; 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence .Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or damage arising out of the "occurrence" or b. Medical expenses under Coverage C; offense. because of all "bodily injury" and "property damage" arising out of any one"occurrence". b. If a claim is made or "suit" is brought against For the purposes of determining the applicable any insured,you must: Each Occurrence Limit, all.) irelated acts or (1) lmmediatelyi record the specifics of the omissions committed in providing or failing to claim or"suit"and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as 'soon as practicable. any one person will be deemed: to be one "occurrence". You must see to it that we receive written notice of the claim or suit, as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit,is the most we will c. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately, send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CIS T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY' (2) Authorize us to obtain records and other (III) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim`,or defense against that is your partner, joint venture the"suit"; and member, manager or trustee, or i (4) Assist us, upon our" request, in the (b) Any employee authorized by such enforcement of anyi::right against any partnership, joint venture, limited person or organization which may be liable liability company, trust or other to the insured because of injury or damage organization to give notice of an to which this insurance May'';alsb apply. "occurrence" or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable 'lf it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph,1. or 2. of Section II practicable after any of the persons —Who is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for "bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence"or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit"asking for damages from an insured;or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must be given as soon as practicable only after A person or organization may sue us to recover on the"occurrence"or offense is known by: an agreed settlement or on a final judgment against an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this (i) A partner or. rriember of any Coverage Part or that are in excess of the partnership or joint venture; applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative.. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, ;or the funding of Coverage Part that applies to losses,that is provided by,through or on behalf of: aircraft, "autos"or watercraft; (1) Another insurance company; (iv} That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II— Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5, of Amendment — Non Cumulation Of Each Section It — Who Is An Insured, Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury except when Paragraph d. below Limit endorsement is included in this policy; applies. (iii}Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any insurer means a provider of other insurance. As other insurer has a duty "to defend the rah c. below, insurer means a insured against that "suit'. If no other used in Paragraph p insurer defends,we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance,we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any,that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all'that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance;and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess!over: insurance. (a) Any of the other' insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk,-.;Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office,Inc,with its permission. Y COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance'permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each.insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon. limit of insurance or none of the loss remains, your representations. whichever comes first. I The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this' policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary:And htnn Cortnbutary Insurance.,I laws or regulations. Required:ByU1ti'tEen-Corstrack 7. Separation O#Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b• Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed: those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent-to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first supporters. For the purposes of this definition: Named Insured. c. The first Named Insured must keep records of a. Notices that are published .include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication;and as we may request. b. Regarding websites, only that part of a website fi. Representations that is about your goods, products or services P for the purposes of attracting customers or By accepting this policy,you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, ,such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" `that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that the claim is made or the "suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services "Coverage territory"means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above;or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or "slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by,a the territory described in Paragraph a. person or organization that claims ownership of such copyright, "title" or above; "slogan". (2) The activities of a person whose home is in b. Includes "bodily injury" caused by one or more the territory described in Paragraph a. of the offenses described in Paragraph a. above, but is away for a short time on your above. business;or 3. "Auto"means: (3) "Personal and advertising injury" offenses a. A land motor vehicle, trailer or semitrailer that take place through the Internet or designed for travel on public roads, including similar electronic means of communication; any attached machinery or equipment; or provided the insured's responsibility to pay b. Any other land vehicle that is subject to a damages is determined in a "suit" on the merits in compulsory or financial responsibility law, or the territory described in Paragraph a. above, or in a other motor vehicle insurance law, where it is settlement we agree to. licensed or principally garaged. 7, "Electronic data" means information, facts or However, 'auto does not include "mobile programs stored as or on, created or used on, or equipment". transmitted to or from computer software (including 4. "Bodily injury"means: systems and applications software), hard or floppy disks, CD-ROMs,!., tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices,'or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or �illriess„or emotional g. "Employee" includes'a "leased worker". "Employee" distress, resulting at any time from such does not include a"temporary worker". physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or "Executive officer means a person holding any of the officer positions created by your charter, visual material for any purpose:' constitution, bylaws; or any other similar governing a. By radio or television;or document. i I CG T1 00 02 19 ©2bii7 the Travelers indemnity Company.All rights reserved. Page 17 of 21 Includes copyridhted material of Insurance Services Office,Inc.with its permission. � i COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. ;�,- ; (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire , which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was intended to be. (a) Preparing, approving, or failing to prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings; opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; or b. You have failed to fulfill the;terms of a contract or agreement; (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for if such property can be restored to use by the an injury or damage arising out of the repair, replacement, adjustment or removal of "your insured's rendering or failure to render product" or"your work" or your fulfilling the terms of professional services, including those listed the contract or agreement. in Paragraph (2) above and supervisory, 13, "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a "temporary worker". c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition Property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is accepted for movement into or onto an aircraft, d. An obligation, as required by ordinance, to watercraft or"auto"; indemnify a municipality, except in connection with work for a municipality; b. While it is in or on an aircraft, watercraft or "auto"; or e. An elevator maintenance agreement; f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization.Tort liability means a liability that 16. "Mobile equipment"`means any of the following would be imposed by law in the absence of any types of land vehicles, including any attached contract or agreement. machinery or equipment: Paragraph f. does not include!that part of any a. Bulldozers, farm;`machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad; for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad 'bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted'material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide i mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels:loader's, diggers or business or ` occupation of providing drills;or i professional health care services. (2) Road construction ion resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury"or"advertising,injury". rollers; 19. "Personal injury": e. Vehicles not described in .Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury", maintained primarily to 'provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: ,,, (1) Air compressors, pumps` and generators, (1} False arrest, detention or imprisonment; including spraying, welding, building (2) Malicious prosecution; cleaning, geophysical exploration, lighting and well servicing equipment;or (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private (2) Cherry pickers and similar devices used to raise or lower workers; occupancy of a room, dwelling or premises that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered"autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that'the claim is made or the "suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c} Street cleaning; that claims to have had its goods, products or services disparaged; or (2) Cherry pickers and similar devices mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material that: (3) Air compressors, pumps and generators, including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or. and well servicing equipment. However, "mobile equipment" does not include any (b} Uight. ably places a person in a false light. land vehicle that is subject to, a I compulsory or , financial responsibility law, or,other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses: described in Paragraph a. garaged. Such land vehicles are, considered above. "autos". 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, ;acids, alkalis, chemicals and exposure to substantially!-the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j:. :.of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury! And Property job site;has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to ;you ;for; a period of than another contractor or seven or fewer consecutive days, :including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage"to completed. any premises while rented to you for a period of b. Does not include "bodily injury" or "property more than seven consecutive days, or while damage"arising'out of: temporarily occupied by you with permission of the owner, caused by: (1) The transportation of property, unless the Injury or damage arises out of a condition in (1) Fire; or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the "loading or unloading" of that vehicle by any (3) Lightning; insured; (4) Smoke resulting from fire, explosion or (2) The existence of tools, uninstalled lightning;or equipment or abandoned or unused (5) Water. materials; or But "premises damage" under this Paragraph {3) Products or operations for which the b. does not include "property damage" to any classification, listed in the Declarations or premises caused by: in a policy Schedule, states that products- completed operations are subject to the (1) Rupture, bursting, or operation of pressure General Aggregate Limit. relief devices; (2) Rupture or bursting due to expansion or 23. "Property damage"means: swelling of the contents of any building or a. Physical injury to tangible property, including all structure caused by or resulting from water; resulting loss of use of that property. All such or loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" a. Includes all "bodily injury" and "property that caused it. damage" occurring away from premises you For the purposes of this insurance, "electronic data" own or rent and arising out.of "your product" or is not tangible property. "your work"except: (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to,be'done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. i I COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding;in .which damages (a) You; because of "bodily injury", "property damage" or "personal and advertising injury"i to which this (b) Others trading under your name; or insurance applies are alleged. "Suit" includes: (c) A person or organization whose a. An arbitration proceeding, in which such business or assets you have acquired; damages are claimed and to,which the insured and must submit or does submit with our consent; (2) Containers (other than vehicles), materials, or parts or equipment furnished in connection b. Any other alternative dispute resolution with such goods or products. proceeding in which such damages are claimed b. Includes: and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, 26. "Temporary worker" means `a person who is durability, performance or use of "your furnished to you to substitute for a permanent product"; and "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title"means a name of a literary or artistic work. c. Does not include vending machines or other 28. "Unsolicited communication" means any property rented to or located for the use of communication, in any form, that the recipient of others but not sold. such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker" means a person who is not your (1} Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, (2) Materials, parts or equipment furnished in salary or other compensation by you or anyone else connection with such work or operations, for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any a. Means: time with respect to the fitness, quality, durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, distributed or disposed of by: (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 ©2017The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. ��--� DAVIFAR-01 _-MA912705 CERTIFICATE OF LIABILITY INSURANCE DATE(MMfDOIYYYY)08/07/2018 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 poilcy(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 endorsement(s). PRODUCER License#OE77964 co TACT Suzanne Posada gro USA Inc.,dha:Integro Insurance Brokers PHO/c,NE FAX Inte nto Birch Street (ANn,Ext):(949)419-1644 (A/c,No):(949)419-1674 Newport Beach,CA 92660 AEMRIL .suzanne.posada@integrogroup.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED INSURER B:Travelers Casualty Insurance Company of America 19046 Davis Farr,LLP INSURER C:Great Divide Insurance Company 25224 2301 Dupont Drive,Suite#200 INSURER D: Irvine,CA 92612 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 I TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE 7X OCCUR X 6804.1154861 05/21/2018 05/21/2019 DAMAGE To RENTEDSES OEMoccurrencel $ 300,000 MED EXP(Any oneperson) $ 5,000 PERSONAL&AOV INJURY S 1,000,006 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY❑jEeTFILOC PRODUCTS-COMPIOPAGG S 2,000,000 OTHER: S B COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY qjy S ANY AUTO BA4J155058 05/21/2018 05/21/2019 BODILY INJURY Per arson S OWNED SCHEDULED AUTOS ONLY AUTOS EQ BODILY INJURY Per accident $ X AUTOS ONLY X AUTOS ONLY PPerOalcude nDAMAGE S A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE 1,000,000 EXCESS LIAB CLAIMS-MADE CUP4J155126 ? 05/21/2018 05/2112019 AGGREGATE y 1,000,000 CEO X IRETENTIONS 0 I $ A WORKERS COMPENSATION X PERT,TE OTH- STAAND EMPLOYERS'LIABILITY UB61t048648 06/2112018 05/21/2019 1,000,000 ANY PROPRIETORIPARTNER/EXECUTIVE Y t N E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED7 El NIA i A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,600,000 DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ C Professional Liab.- CAB20185202 05121/2018 05/21/2019 Ea Claim/Aggregate 5,000,000 C (Claims Made) CAB20186202 05121/2018 0512112019 Ded:Ea Ciaim/Agg. 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORO 101,Additional Remarks Schedule,may be attached If more space is required) Professional Liability(Claims Made)Policy:Retroactive Date:05115/2016 a Certificate holder is additional insured,per the attached form#CG D1 86 11 03,to the extent required by written contract,subject to policy terms and conditions.Coverage is primary and non-ccntributoRdtJ ftf""WG DO 37 04 05,to the extent required by written contract,subject to policy j terms and conditions. Ri'1Kb1t+ ;CHAFE E.GATES CERTIFICATE HOLDER CITY A NCE CATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Huntington Beach THE EXPIRATION DATE THEREOF, N0710E WILL BE DELIVERED IN City 9 ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) 0 1 988-201 5 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 269 INSURED: Davis Farr, LLP COMMERCIAL GENERAL LIABILITY POLICY NO.: 6804J154861 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE— This endorsement broadens coverage. The fallowing listing is a general coverage description only. Limitations and exclusions may apply to these coverages.Read all the PRO- VISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured I. Injury to Co-Employees and Co-Volunteer B. Damage To Premises Rented To You Extension Workers •Perils of fire, explosion, lightning, smoke, water J. Aircraft Chartered with Crew • Limit increased to$300,000 K. Non-Owned Watercraft—Increased C. Blanket Waiver of Subrogation from 25 feet to 50 feet D. Blanket Additional Insured—Managers or L. Increased Supplementary Payments Lessors of Premises •Cost for bail bonds increased to$2,500 E. Blanket Additional Insured—Lessor of •Loss of earnings increased to$500 per day leased Equipment M. Knowledge and Notice of Occurrence F. Incidental Medical Malpractice or Offense G. Personal Injury—Assumed by Contract N. Unintentional Omission H. Extension of Coverage—Bodily Injury 0. Reasonable Force—Bodily Injury or Property Damage i PROVISIONS B. DAMAGE TO PREMISES RENTED TO YOU A. BROADENED NAMED INSURED EXTENSION 1. The Named Insured in Item 1.of the Declara- 1. The last paragraph of COVERAGE A. BOD- - tions is as follows: ILY INJURY AND PROPERTY DAMAGE LI- The person or organization named in Item 1. ABILITY (Section I — Coverages) is deleted of the Declarations and any organization, and replaced by the following: other than a partnership or joint venture, over Exclusions,c. through n.do not apply to dam- which you maintain ownership or majority in- age to premises while rented to you, or tem- terest on the effective date of the policy, porarily occupied by you with permission of However,coverage for any such organization the owner, caused by; will cease as of the date during the policy pe- a. Fire; riod that you no longer maintain ownership of, or majority interest In,such organization. b. Explosion; 2. WHO IS AN INSURED (Section II) Item 4.a. c. Lightning; is deleted and replaced by the following: d. Smoke resulting from such fire,explosion, a. Coverage under this provision is afforded or lightning;or a only until the 180th day after you acquire e. Water, a or form the organization or the and of the policy period,whichever is earlier, unless A separate limit of Insurance applies to this reported in writing to us within 180 days coverage as described in LIMITS OF INSUR- 3. This Provision A. does not apply to any per- ANCE(Section 111). son or organization for which coverage is ex- 2. This Insurance does not apply to damage to eluded by endorsement. premises while rented to you, or temporarily 4 CG D1 86 1103 Copyright, The Travelers Indemnity Company,2003 Page 1 of 5 i it 270 COMMERCIAL GENERAL LIABILITY occupied by you with permission of the COVERAGE A. BODILY INJURY AND owner,caused by: PROPERTY DAMAGE LIABILITY(Section 1— a. Rupture, bursting, or operation of pros- Coverages)is excluded by endorsement, sure relief devices; C. BLANKET WAIVER OFSUBROGATION b, Rupture or bursting due to expansion or We waive any right of recovery we may have swelling of the contents of any building or against any person or organization because of structure, caused by or resulting from wa- payments we make for injury or damage arising ter; out of premises owned or occupied by or rented c. Explosion of steam boilers, steam pipes, or loaned to you; ongoing operations performed steam engines, or steam turbines, by you or on your behalf, done under a contract 3. Part 6, of LIMITS OF INSURANCE (Section with that person or organization; "your work"; or 111)is deleted and replaced by the following: Your products . We waive this right where you have agreed to do so as part of a written contract, Subject to 5, above, the Damage To Prem- executed by you prior to loss. ises Rented To You Limit is the most we will D. BLANKET ADDITIONAL INSURED — MANAG- pay under COVERAGE An for damages ba- ERS OR LESSORS OF PREMISES cause of property damage to any one prem- ises while rented to you, or temporarily occu- WHO IS AN INSURED(Section II)is amended to pied by you with permission of the owner, include as an insured any person or organization caused by fire, explosion, lightning, smoke (referred to below as "additional insured") with resulting from such fire, explosion, or light- whom you have agreed in a written contract, exe- ning, or water. The Damage To Premises cuted prior to loss, to name as an additional in- Rented To You Limit will apply to all damage sured, but only with respect to liability arising out proximately caused by the same "occur- of the ownership, maintenance or use of that part rence", whether such damage results from of any premises[eased to you, subject to the fol- fire, explosion,lightning, smoke resulting from lowing provisions: such fire, explosion, or lightning, or water, or 1. Limits of Insurance. The limits of insurance any combination of any of these. afforded to the additional insured shall be the The Damage To Premises Rented To You limits which you agreed to provide, or the lim- Limit will be the higher of: its shown on the Declarations, whichever is a. $300,000; or less. z 2. The insurance afforded to the additional in- 3 b. The amount shown on the Declarations sured does not apply to: t for Damage To Premises Rented To You Limit. a. Any "occurrence" that takes place after you cease to be a tenant in that premises; i 4. Under DEFINITIONS (Section V), Paragraph i a. of the definition of "insured contract" is b. Any premises for which coverage is ex- amended so that it does not include that por- eluded by endorsement; or r ton of the contract for a lease of premises c. Structural alterations, new construction or that indemnifies any person or organization demolition operations performed by or on for damage to premises while rented to you, behalf of such additional insured. or temporarily occupied by you with permis- 3. The insurance afforded to the additional in- sion of the owner,caused by: sured is excess over any valid and collectible a. Fire; insurance available to such additional in- b. Explosion; sured, unless you have agreed in a written contract for this insurance to apply on a pd- c. Lightning; mary or contributoy basis. d. Smoke resulting from such fire, explosion, E. BLANKET ADDITIONAL INSURED — LESSOR or lightning;or OF LEASED EQUIPMENT e. Water. WHO iS AN INSURED(Section 11) is amended to 5. This Provision B. does not apply if coverage include as an insured any person or organization for Damage To Premises Rented To You of (referred to below as "additional Insured') with Page 2 of 5 Copyright, The Travelers Indemnity Company, 2003 CG D1 86 11 03 a i 271 COMMERCIAL GENERAL LIABILITY whom you have agreed in a written contract, exe- for which no remuneration is demanded cuted prior to loss, to name as an additional in- or received. sured,but only with respect to their liability arising 3. Paragraph 2.a.(1)(d) of WHO iS AN IN- out of the maintenance, operation or use by you SURED (Section iI) does not apply to any of equipment leased to you by such additional in- registered nurse, licensed practical nurse, sured, subject to the following provisions: emergency medical technician or paramedic 1, Limits of Insurance. The limits of insurance employed by you, but only while performing afforded to the additional insured shall be the the services described in paragraph 2. above limits which you agreed to provide, or the lim- and while acting within the scope of their em- its shown on the Declarations, whichever is ployment by you. Any"employees"rendering less. "Good Samaritan services"will be deemed to 2. The Insurance afforded to the additional in- be acting within the scope of their employ- sured does not apply to: ment by you, a. Any "occurrence" that takes place after 4, The following exclusion is added to paragraph the equipment lease expires;or 2. Exclusions of COVERAGE A. — BODILY INJURY AND PROPERTY DAMAGE LIABIL- b. "Bodily injury" or"property damage" aris- iTY(Section I—Coverages): ing out of the sole negligence of such ad- (This insurance does not apply to:) Liability ad- ditional insured. arising out of the willful violation of a penal 3. The insurance afforded to the additional in- statute or ordinance relating to the sale of sured Is excess over any valid and collectible pharmaceuticals by or with the knowledge or insurance available to such additional in- consent of the Insured. sured, unless you have agreed in a written 5, For the purposes of determining the applica- contract for this insurance to apply on a pd- ble limits of insurance, any act or omission, mary or contributory basis, together with all related acts or omissions in F. INCIDENTAL MEDICAL MALPRACTICE the furnishing of the services described in 1. The definition of "bodily injury" in DEFINI- paragraph 2. above to any one person,will be TiONS(Section V) is amended to include"In- considered one"occurrence", cidental Medical Malpractice injury". 6. This Provision F. does not apply If you are in 2, The following definition is added to DEFINI- the business or occupation of providing any of TIONS(Section V): the services described in paragraph 2,above, "Incidental medical malpractice Injury" means 7. The insurance provided by this Provision F. bodily injury, mental anguish, sickness or dis- shall be excess over any other valid and col- ease sustained by a person, including death lectible insurance available to the insured, resulting from any of these at any time, aris- whether primary, excess, contingent or on Ing out of the rendering of, or failure to ren- any other basis, except for insurance pur- der,the following services: chased specifically by you to be excess of this policy, a. Medical,surgical,dental,laboratory,x-ray G. PERSONAL INJURY — ASSUMED BY CON- or nursing service or treatment, advice or TRACT Instruction, or the related furnishing of food or beverages; 1. The Contractual Liability Exclusion in Part b, The furnishing or dispensing of drugs or 2•, Exclusions of COVERAGE B. PER- medical, dental, or surgical supplies or SONAL AND ADVERTISING INJURY LIABIL- appliances; or iTY (Section 1 — Coverages) Is deleted and replaced by the following: a First aid. (This Insurance does not apply to:) d. "Good Samaritan services", As used in Contractual Liability this Provision F., "Good Samaritan ser- vices" are those medical services ren- "Advertising injury" for which the insured has dered or provided In an emergency and assumed liability in a contract or agreement. This exclusion does not apply to liability for CG D1 86 11 03 Copyright,The Travelers Indemnity Company,2003 Page 3 of 5 272 COMMERCIAL GENERAL LIABILITY damages that the insured would have in the 3. Subparagraphs 2.a.(1)(a), (b) and (c) and absence of the contract of agreement. 3.a. of WHO IS AN INSURED (Section II) do 2. Subparagraph f. of the definition of "insured not apply to"bodily injury"for which insurance contract" (DEFINITIONS — Section V) is de- is provided by paragraph 1.or 2,above. feted and replaced by the following: J. AIRCRAFT CHARTERED WITH CREW _ f. That part of any other contract or agree- 1. The following is added to the exceptions con- ment pertaining to your business (inciud- tained in the Aircraft, Auto Or Watercraft Ing an indemnification of a municipality in Exclusion in Part 2., Exclusions of COVER- conneccfion with work performed for a AGE A. BODILY INJURY AND PROPERTY municipality)under which you assume the DAMAGE LIABILITY(Section I—Coverages): tort liability of another party to pay for (This exclusion does not apply to.) Aircraft "bodily injury,""property damage"or"per- chartered with crew to any insured. _ sonal injury" to a third party or orgariza- tion. Tort liability means a liability that 2. This Provision J. does not apply if the char- would be Imposed by law in the absence tered aircraft is owned by any insured. of any contract or agreement. 3. The Insurance provided by this Provision J. 3. This Provision G. does not apply if COVER- shall be excess over any other valid and col- AGE B. PERSONAL AND ADVERTISING IN- lectible insurance available to the insured, j JURY LIABILITY is excluded by endorse- whether primary, excess, contingent or on ment, any other basis, except for insurance pur- chased specifically by you to be excess of JURY this policy. The definition of "bodily injury' (DEFINITIONS — K. NON-OWNED WATERCRAFT Section V)is deleted and replaced by the follow- 1. The exception contained in Subparagraph (2) ; Ing: of the Aircraft, Auto Or Watercraft Exclu- sion in Part 2., Exclusions of COVERAGE A. i "Bodily Bodily injury" means bodily injury, mentai an- ulsh, mental injury, BODILY INJURY AND PROPERTY DAMAGE g j ry, shock, fright, disability, hu- LIABILITY(Section I—Coverages)is deleted miliation, sickness or disease sustained by a per- and replaced by the following: son, including death resulting from any of these at anytime. (2) A watercraft you do not own that is: I. INJURY TO CO-EMPLOYEES AND CO- (a) Fifty feet long or less; and VOLUNTEER WORKERS (b) Not being used to carry persons or 1. Your "employees" are insureds with respect property for a charge; to "bodily injury" to a cc-"employee" in the 2. This Provision K. applies to any person who, course of the co-"employee's"employment by with your expressed or implied consent, either you, or to your"volunteer workers"while per- uses or is responsible for the use of a water- forming duties related to the conduct of your craft. G business, provided that this coverage for your . 3. The insurance provided by this Provision K. " "employees" does not apply to acts outside shall be excess over any other valid and col- the scope of their employment by you or while lectible Insurance available to the insured, performing duties unrelated to the conduct of whether primary, excess, contingent or on your business. any other basis, except for insurance pur- N 2. Your "volunteer workers" are insureds with chased specifically by you to be excess of respect to "bodily injury" to a co-"volunteer this policy. worker"while performing duties related to the L. INCREASED SUPPLEMENTARY PAYMENTS conduct of your business, or to your"employ- ees" in the course of the "employee's" em- Parts b. and d. of SUPPLEMENTARY PAY- ployrnent by you, provided that this coverage MENTS — COVERAGES A AND B (Section 1 — for your "volunteer workers" does not apply Coverages)are amended as follows: while performing duties unrelated to the con- 1. In Part b.the amount we will pay for the cost fi duct of your business. of bail bonds is increased to$2600. 9 Page 4 of 5 Copyright,The Travelers Indemnity Company, 2003 CG D1 86 11 03 i e 273 ' i 3 A COMMERCIAL GENERAL LIABILITY 2. In Part d. the amount we will pay for loss of which you are required to notify us in writing earnings is increased to$500 a day, of the abrupt commencement of a discharge, M. KNOWLEDGE AND NOTICE OF OCCUR- release or escape of "pollutants" which RENCE OR OFFENSE causes "bodily injury" or "property damage" which may otherwise be covered under this 1. The following is added to COMMERCIAL policy, GENERAL LIABILITY CONDITIONS(Section N. UNINTENTIONAL OMISSION IV), paragraph 2,(Duties in The Event of Oc- currence,Offense,Claim or Suit): The following Is added to COMMERCIAL GEN- Notice of an "occurrence" or of an offense ERAL LIABILITY CONDITIONS (Section iV), which may result in a claim under this insryr- paragraph 6.(Representations): ance shall be given as soon as practicable af- The unintentional omission of, or unintentional ter knowledge of the "occurrence"or offense error in, any information provided by you shall not has been reported to any insured listed under prejudice your rights under this insurance. How- Paragraph 1. of Section II — Who Is An In- ever,this Provision N.does not affect our right to sured or an "employee" (such as an Insur- collect additional premium or to exercise our right ance, loss control or risk manager or adminis- of cancellation or nonrenewal in accordance with trator)designated by you to give such notice, applicable state Insurance laws, codes or reguia- t Knowledge by other"employee(s)"of an "ec_ tions, currence"or of an offense does not imply that O. REASONABLE FORCE — BODILY INJURY OR you also have such knowledge. PROPERTY DAMAGE 2. 'Notice shall be deemed prompt if given In The Expected Or Intended injury Exclusion In good faith as soon as practicable to your Part 2., Exclusions of COVERAGE A. BODILY workers' compensation Insurer. This applies INJURY AND PROPERTY DAMAGE LIABILITY only if you subsequently give notice to us as (Section i —Coverages) Is deleted and replaced i soon as practicable after any insured listed by the following: under Paragraph 1. of Section 11—Who Is An (This insurance does not apply to:) insured or an "employee" (such as an insur- ance,loss control or risk manager or adminis- Expected or Intended Injury or Damage trator) designated by you to give such notice "Bodily injury" or"property damage" expected or discovers that the "occurrence", offense or intended from the standpoint of the insured. This claim may Involve this policy, exclusion does not apply to "bodily injury" or a 3. However,this Provision M.does not apply as "property damage" resulting from the use of rea- respects the specific number of days within sonable force to protect persons or property. �i 4 R t CG D1 86 11 03 Copyright, The Travelers Indemnity Company,2003 Page 5 of 5 274 INSURED: Davis Farr, LLP COMMERCIAL GENERAL LIABILITY POLICY NO.: 6804J154861 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS b. The"personal Injury' or"advertising injury'for COMMERCIAL GENERAL LIABILITY CONDITIONS which coverage is sought arises out of an of- (Section IV), Paragraph 4. (Other Insurance), Is fense committed amended as follows: subsequent to the signing and execution of that 1. The following is added to Paragraph a. Primary contract or agreement by you. Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex- However,if you specifically agree in a written con- cess Insurance regarding any other primary in- tract or written agreement that the insurance pro- surance available to you is deleted, vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance, as an additional subparagraph under a primary and non-contributory basis, this Insur- Subparagraph(1): ance Is primary to other insurance that Is avail- That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named insured, and we policy,including any umbrella or excess policy. will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and P I t 7 r: 4 f k 7 f S e ,1 M a j fr CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies,Inc.All rights reserved. Page 1 of 1 3 Y 275 3 PROFESSIONAL SERVICES SERVICE: Financial Auditing Services SERVICE DESCRIPTION: Provide financial auditing services for all funds of the City's reporting entity, a Single Audit Report of the City's federal grant programs, an AB 2766 Audit relating to the City's Air Quality Fund, and an audit of the West Orange County Water Board (WOCWB), a fiduciary fund of the City of Huntington Beach. VENDOR: Davis Farr LLP OVERALL RANKING: 1 SUBJECT MATTER EXPERTS/RATERS: 1. Finance Manager- Accounting 2. Public Works Project Manager 3. Fire Senior Administrative Analyst I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1,295.5 Davis Farr, LLP—Minimum Qualifications Review Total Weighted Maximum Criteria Score Score Proposal Clarity 55 75 Firm Qualifications 350 375 Staffing/Experience 325 375 Understanding/Methodology 260 300 Cost 175.5 225 References 130 150 Local Vendor(bonus) 0 15 Total 1,295.5 1,515 II. DUE DILIGENCE REVIEW • Proposal Ranking: 1 Davis Farr LLP—Summary of Review • Leader in local government sector auditing throughout Southern California servicing approximately 60 local, state, and federal government entities. • Highly qualified. experience auditing governmental entities for over 30 years. • Serves on the Government Accounting and Audit Committee of the Cal CPA Society and are frequent speakers on technical topics at conferences and training events in California. • Provides an annual Governmental Accounting Standards Board (GASB) Technical Update for clients. • References from the cities of Mission Viejo, Carlsbad, Garden Grove, and Rancho Santa Margarita. Davis Farr LLP— Pricing • Pricing of$151,120 is competitive (third lowest of eight proposals submitted) 276 PROFESSIONAL SERVICES SERVICE: Financial Auditing Services SERVICE DESCRIPTION: Provide financial auditing services for all funds of the City's reporting entity, a Single Audit Report of the City's federal grant programs, an AB 2766 Audit relating to the City's Air Quality Fund, and an audit of the West Orange County Water Board (WOCWB), a fiduciary fund of the City of Huntington Beach. VENDOR: Vendor#2 OVERALL RANKING: 2 SUBJECT MATTER EXPERTS/RATERS: 1. Finance Manager- Accounting 2. Public Works Project Manager 3. Fire Senior Administrative Analyst I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1,125.5 Vendor#2—Minimum Qualifications Review Total Weighted Maximum Criteria Score Score Proposal Clarity 55 75 Firm Qualifications 312.5 375 Staffing/Experience 312.5 375 Understanding/Methodology 220 300 Cost 100.5 225 References 125 150 Local Vendor(bonus) 0 15 Total 1,125.5 1,515 II. DUE DILIGENCE REVIEW • Proposal Ranking: 2 Vendor#2—Summary of Review • Firm specializes in Governmental Audits and related services. • Strong experience in audits of local governments as well as experience with preparation of Comprehensive Annual Financial Reports and assistance with the implementation of new GASB Pronouncements. • Partners in the firm are members of the State Governmental Accounting and Auditing Committee and firm personnel engage in public speaking events for Southern California CSMFO chapter meetings. • References from the cities of Fountain Valley, Santa Ana, Tustin, and Westminster. Vendor#2— Pricing • Pricing of$183,576 is the highest of the eight proposals submitted. 277 CITY OF HUNTINGTON BEACH RECEIVED �- Professional Service Approval Form DEC 13 2018 �- " PART I �:inance Department Date: 12/13/2018 Project Manager Name: Sunny Rief Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Financial Statement Audit Services 2) Estimated cost of the services being sought: $ 152,100 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ® Yes ❑ No Fiscal Services Manager Signature (Purchasing Approval) h3k�? Date 6) Amount, Business Unit(8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2019/20 2020/21 2021122 10035205.69365 $45400 $45400 $45400 $ 50885101.69345 $5300 $5300 $5300 $ � udget Approval Date Dep rtment Head Signature(s) Date ! d'` hief F ancial Ojer Signature Date in/ �, J� 12-1 Z-01IV Ass stant City anager's Signature Date APPROVED.t�[—DENIE CA; nager's Signature Date professional service approval form - part i 2016.doc REV: February 2015 CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PART II APR 16 2019 Date: 4/16/2019 Project Manager: Sunny Rief Requested by Name if different from Project Manager: Finance Department Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Davis Farr LLP 2) Contract Number: FIN (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $151,120 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 20/21 21/22 10035205.69300 $43,800 $45,000 $46,240 $ 50885101.69345 $5,200 $5,360 $5,520 $ 4) Is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ❑ No 6) Is this contract over$100,000? ® Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. �L I) -A l � I Depa n Hea Dale —C.4 I /(:?- ( ( - Fiscal S e�117�anagg r(Purchasing) Dat 5 /l _C Budget Manager Approval Signature D6fe Chief Financial i r(or designee) Signature e professional service approval form-part ii 2016.doc City of Huntington Beach . r - = 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk July 10, 2019 Davis Farr LLP Attn: Jennifer Farr 2301 Dupont Drive, Suite 200 Irvine, CA 92612 Dear Ms. Farr: Enclosed is a fully executed copy of the "Professional Services Contract between the City of Huntington Beach and Davis Farr LLP for Financial Audit Services" approved by the Huntington Beach City Council on May 20, 2019. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand