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National Fail Safe - 2020-10-12
i f AMENDMENT NO, 1 TO SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND NATIONAL FAIL SAFE FOR FIRE ALARM LIFE SAFETY SYSTEM FOR THE HOMELESS NAVIGATION CENTER THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH,a California municipal corporation,hereinafter referred to as "CITY,"and NATIONAL FAIL SAFE, hereinafter referred to as"CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated October 20,2020 entitled"Service Agreement Between the City of Huntington Beach and National Fail Safe for Fire Alarm Life Safety System for the Homeless Navigation Center"which agreement shall hereinafter be referred to as the"Original Agreement,"and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant; NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant an additional sum not to exceed Ten Thousand Three Hundred Fourteen Dollars ($10,314). The additional sum shall be added to the original sum of Twenty One Thousand Seven Hundred and Forty Dollars,($21,740),for a new contract amount not to exceed Thirty Two Thousand Fifty Four Dollars($32,054). 20-9182/240725 I 2. REAFFIRMATION Except as specifically modified herein,all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on lwll ' ,2020. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of ate o NATIONAL FAIL SAFE Californi By: (',,(d a&Q—ec, - Director/Chief CLA'(+ W:J ASk(; (Pursuant 3.03.100) print name ITS: (circle one)Chairman/ residen ice President AND APPROVED AS TO FORM: By: c&ml wtw8 City Attorney print nkine I cle one)Secretary/Chief Financial Officer/Asst. ecreta Treasurer Date RECEIVE AND FILE: City Clerk Date COUNTERPART 20-91821240725 2 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers on 0.)-1,Do2� , 2020. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of NATIONAL FAIL SAFE California By: Director/Chief (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President AND APPROVED AS TO FORM: By: M t) rney� print name City A ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Date RECEIVE AND FILE: 4q4ot" & City Clerk Date COUNTERPART 20-9182/240725 2 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND NATIONAL FAIL SAFE FOR FIRE ALARM LIFE SAFETY SYSTEM FOR THE HOMELESS NAVIGATION CENTER 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 called "City," and National Fail Safe, a California Company, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of fire alarm life safety systems. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor 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." Contractor hereby designates Chelsea Wright, 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 Contractor in the performance of this Agreement. 20-9039/235678 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Twenty One Thousand Seven Hundred and Forty Dollars ($21,740). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit `B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence 064phe,1- /d o7o�0, or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate three (3) years after commencement date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 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," Contractor 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. Disposition of Plans, Estimates and Other Documents Contractor 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, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor 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. 20-9039/235678 2 7. Hold Harmless Contractor 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor'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 a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 20-9039/235678 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor 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. 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. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor'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. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 20-9039/235678 4 12. Independent Contractor Contractor 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. Contractor 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 Contractor 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. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 20-9039/235678 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor 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. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor 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 U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach National Fail Safe Attn: Ken Dills Attn: Chelsea Wright 2000 Main Street 6442 Industry Way Huntington Beach, CA 92648 Westminster, CA 92683 19. 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 transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 20-9039/235678 6 21. 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. 22. 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. 23. 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. 24. Immigration Contractor 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. 25. Legal Services Subcontracting Prohibited Contractor 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. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 20-9039/235678 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20-9039/235678 8 30. 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 non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. 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. 34. Entirety (a) 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. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 35. General Principals CONSULTANT shall, comply with generally accepted accounting principles and good business practices, including all applicable cost principles published by the Federal Office of Management and Budget (OMB), including 2 CFR 200 -UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS "The Uniform Guidance", which can be 20-9039/23 5678 9 viewed at https://www.ecfr.gov/cgi- initext—idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. CONSULTANT shall comply with all federal, State and other funding source requirements. CONSULTANT shall, at its own expense, furnish all cost items associated with this Agreement except as herein otherwise specified in the budget or elsewhere to be furnished by CITY. CONSULTANT shall submit annually to the CITY a cost allocation plan in accordance with The Uniform Guidance. 36. Compliance with Laws and Regulations CONSULTANT shall at all times perform is obligations hereunder in compliance with all applicable Federal, State, County, and local laws, rules and regulations, current and hereinafter enacted, including facility and professional licensing and/or certification laws and keep in effect any and all licenses, permits, notices and certificates as are required. CONSULTANT shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health and sanitation. 37. Equal Opportunity CONSULTANT shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment nor shall CONSULTANT discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status. 38. Affirmative Action Each CONSULTANT and subcontractor of services and supplies employing fifteen (15) or more full-time permanent employees, shall comply with all Affirmative Action Programs required by Federal or State law. 39. Non-Discrimination CONSULTANT shall ensure that services and facilities are provided without regard to ethnic group identification, race, color, nation origin, creed, religion, age, sex, physical or mental disability, political affiliation or marital status in accordance with applicable laws, including, but not limited to, Title VI of the Civil Rights Act of 1964 (42 U.S.0 200-d), Section 162 (a) of the Federal-Aid Highway Act of 1973 (23 U.S.0 324), Section 504 of the Rehabilitation Act of 1973, The Civil Rights Restoration Act of 1987 (P.L. 100-209), Executive Order 12898 (February 11, 1994), Executive Order 13166 (August 16,2000), Title VII of the Civil Rights Act of 1964 (42 U.S.C. 2000-d), the Age Discrimination of 1975 (42 U.S.C. 6101 ), Article 9.5, Chapter 1, Part 1, Division 2, Title 2 (Section 11135, et seq) of the California Government Code, Title 9, Chapter 4, 20-9039/235678 10 Subchapter 6 (Section 10800, et seq) of the CCR and California Dept of Social Services Manual of Policies and Procedures (CDSS MPP) Division 21. 40. Byrd Anti-Lobbying Amendment CONSULTANT shall file Standard Form-LLL, "Disclosure Form to Report Lobbying," to certify that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. CONSULTANT shall disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award by CONSULTANT or CONSULTANT's Subcontractors. In accordance with 31 U.S.C. 1352, CONSULTANT shall also file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. CONSULTANT shall include this provision in all subcontracts and require each of its subcontractors to comply with the certification and disclosure requirements of this provision. 41. Clean Air Act and Federal Water Pollution Control Act CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. CONSULTANT agrees to report each violation to the USDA and the appropriate EPA Regional Office. CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251 et seq.). CONSULTANT agrees to report each violation to the USDA and the appropriate EPA Regional Office. 42. Contracting With Small and Minority Businesses. Women's Business Enterprises, and Labor Surplus Area Firms CONSULTANT shall, in accordance with 2 CFR 200.321 -Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms, take affirmative steps to include minority business, women's business enterprises, and labor surplus area firm by: a. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; b. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; C. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 20-9039/235678 11 d. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and e. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 43. Procurement of Recovered Materials CONSULTANT shall comply with 2 CFR part 200.322. CONSULTANT shall procure only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000. CONSULTANT certifies that the percentage of recovered materials to be used in the performance of this Agreement will be at least the amount required by applicable specifications or other contractual requirements. For contracts over $100,000 in total value, CONSULTANT shall estimate the percentage of total material utilized for the performance of the Agreement that is recovered materials and shall provide such estimate to CITY upon request. 44. Audit and Inspection CONSULTANT agrees to maintain and/or make available within the CITY accurate books and accounting records relative to all its activities under this Agreement. Authorized federal, State or County representatives shall have the right to monitor, assess, or evaluate CONSULTANT's performance pursuant to this Agreement, said monitoring, assessments, or evaluations to include but not limited to audits, inspection of premises, reports, and interviews of project staff and participants. CONSULTANT assertions of confidentiality shall not be a bar to full access to the records. 45. Audit Requirement CONSULTANTS that expend $750,000 or more of federal grant funds per year shall also have an audit conducted in compliance with Government Auditing Standards, which includes Single Audit Act Amendments and the Compliance Supplement (2 CFR part 200 App. XI). 20-9039/235678 12 46. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of National Fail Safe California By: City Manager I print nalnle INITIATED AND APPROV ITS: (circle one)Chairman/PresidentNice President AND Director o u is By: APPROVED AS TO FORM: 1 print name ITS: (circle on(,,)secretary/Chief Financial Officer/Asst. n City Attorney Secretary—Treasurer l� Date RECEIVE AND FILE: City Clerk Date /-Z1�2o2t) 20-90391235678 13 EXHIBIT A National Fail Safe 64421ndistry Way,Wes4ni ,,CA 92683 �W Ph.(714)8954543/(562)4935447/Fax(714)892 7313 x1171 CA Slab license No:329699 Class:C10 DIR Registration Nc:1000004494 Contractors September 23,2020 Re:Cameron Shelter Location:17631 Cameron Lane Huntington Beach,CA Subject Rmalarm fife safeiysystem Manufacturer.SNentKnight NFS Bid Number:B20440 Estimators: We are submitting a proposal on the above project.Our proposal is based on fire alarm designed plans dated 08/19020.We will provide the material and services as feted below. Materials: 1—Control panel 1—Wireless dialer 21—Smoke detectors with bases 2—Monitor modules 2—Dual monitor modules 2—Relay modules 1—Manual pup station 4—Hom/strobes 21—Strobes 1—Weatherproof horn strobe Low voltage wire Services: Wire pull and termination d the equipment listed above Pretesting and final testing of equipment listed above Price for materials and services listed above:$18,470.00 Alt: 1) LAts i(regUred d scalfoldmg is not provided:$3 XO.00 2) Open wire by NFS please add.$1 W0.00 Notes: 1) AllplansandpemhHsBYOTHERS 2111itetlfineptansincluded 3) Conduitboxes and 120ACpowerprovidedBY0THERS'. 4) To insure againstmanufacturees price increases andto avdd back orders,NFS will purchase the equipmentwMin 30 days ofthe contractand submibi approval The customerW11 be invoiced when the material is received.NFS will deliver thematerial orstore&at the customer's drscretian. 5) Additional insured wording other than blanket will have an additional cost please see General Conditionseoeptons Item 33 Line E. "Please read the conditions and exceptions for clarification of our work' General Conditions/Exceptions: b 1) WorkvBlNOTbepedamedungaoenlradl{Burchaseaderhaseenn3ceired.Apprwectadex byNatia>alFalSakCnprojecisthatrequieplan checks,eqppmentsubm lsarevew no work will be perbmhed uh6l all apIxu alsorw ri ten releasefiarn the Contractor has been moeived by NaCanalFadSab. 2) Priors include"egiMient,materials and services W in the proposal.Prices fsbd'n the proposal are based cn National Fak%Vs nterprela6m of plans and gmlicabons Additicnal equpntenk malerialakaboradded by the request of the contracbr,mmor the AW,unless negotiated*b arderplaoementwilbediarged accadngly. 3) Dspundcharges;tie ownedcontracbr shall not reW any arrant that exceeds thevaueof any disputed item irn ding dslabor. 4) A-CC ties from arsbrnerwill be required before the plans can be started ffno A-CAD files can be provided there wil bean addtenal oast added b this quote for the draPong and emversbn oosls. Please allw2 weeks fora smal tenant 4rcvwmtforlheergineerig of the plans tosiart after moving the A-CAD the;;. 5) There will bea25%p"t needed br the engneeringpatcriof the p*d Final payrnentwilberequeedoncelhepmjectiss nedotfwih the ire clTaMrient 6) ShaklaPWnertManacernentSysternbe used he cost wdlrevert bed bthecontrardor. 7) ElectricalccntradatncaOformugh wire irspeclim after NatiahalFdZA has compleledWmmughn.NofishdaAcebbe hung untldeclitoenbxc has moeiyedmughwienspection.Any Mien egLjiMwtaskedb be hung beore nigh Me Inspection shal beetectrtcalocnhadors responsiaity. 8) FlectrialPermils,u>sfalationdcohdhit(atandur3runsn9)eshbordedcrrustbeproeidedwtthlhep�11s1ringsJrnoimlingof es,assaatedoaneclbs,arryl2ovAcwakpa ingand panlig,nstaPa6or ofSeisntigRestrahts,rernatalandreplace�nertofcetrighlesaid 6mdnl'ngamagaCLUDEDuhbmo8.ttpises.W.uitliepnopcsal Red*led conduit may tierequired: pleasecheck.-ilocalAHJ, 9) Mcunfrgandweahapr dmafdudwdedebgKtrsndxbWorkbyMedian dContacthcAldamperfnshutdwwingfiomdudsmokedebcbmorairvelo*bsfNg exdjded. 10) Should additicnal devices be required,National Fail Safewil onlybe respons)b brthe wire and devices. 11) Should tee be anysgnage,I=ba(es,doamhent bwcces required,twill be PROVIDED AND NSTALLED BY OTHERS, 12) StobelightSyndmn¢abon outside offhedesgnated area ofConshdmFxIded. 13) FIRE WATCH's EXCLUDED. EXHIBIT B r � National Fail Safe 64421ndstryWay,UVesbhhrsbr,CA92683 Ph.Q14)895-05431(562)49354471Fax V14)892 7313 �r►7t CAStab License%:329699 Class:C10 DIR Registration No:1000D04494 Contractors September 23,2020 Re:Cameron Shelter Loration:17631 Cameron Lane Huntington Beach,CA Subject Frrealarm fife safety system Manufacturer.Silent Knight NFS Bid Number.B20440 Estimators: We are submitting a proposd on the above project.Our proposal is based on fire alarm desgned Plans dated 0811912020.We will Provide the material and servhces as listed below. Materials: 1—Control panel 1—Wireless dialer 21—Smoke detectors with bases 2—Monitor modules 2—Dual monitor modules 2—Relay modules 1—Manual pull station 4—Homisbrobes 21—Strobes 1—Weatherproof haMtrobe Lowvdtagewire Services: Wire pull and termination of the equipment listed above Pretesting and find testing of the equipment fisted above Price for materials and services listed above:$18,470.00 Alt: 1) LdsdrequireddsaffoldMn rdpwded$3,00000 2) Open wire by NFS pease add:$QOW00 Notes: 1) All plans and permits BYOTHERS 2) Redline plans kicluded 3) con.04 boxes and 120ACpowerprovrde 9YOTWRS 4) To insure against manufacturer's price increases andtoavoidbadrorders,NFS willpurchase the Wpmentmftn30daysof the c:ontractandsubmilbl approval,The customer will be invoiced when the material is received.NFS will derIverthe material orstore hat the customer's disaetion. 5) Additional insured warding other than blanket will have an addtiond cost please see General Cond'Itiord5oepticns Item 33 Line E "Please read the conditions and exceptions for clarification of our work** General Conditions/Exceptions: 1) Work WE NOT beperbrrpeduntlacontrat/purdxnse order has been moWed.Awowed and exeaRedby Word FJSala.Onprojaelslratrequie plan checks,equorrentsubmhasaeview, no work wit be perbmred uhbl at approvals a wri d en release from Ore Contractor has been moeived by National FailSate. 2) Prices include onlyequiprrent materials and services listed in the prnposFi Prices fsied in the proposal arebased on National FailSaVs intepetation oflhe plans and specifratias.Adair l equpnhenk mal vial or laboradded by to reWestof the oontracAx,orr wortheAW,unless najdbbd priorb order plaarrrentwlbed,argedaccordingly 3) Dspubdd-arges,tie ownWmnhacbrshal not relain any amountthatexceeds tie vakre deny dspubditerm including its labor. 4) A-CADties tun aslonnarwilberequirod before the plans can bestarbdIfnoA-CADft can beproakWInerewil bean aMdonalocst added b4h'sWob for tie drAM and oanersiarcosts. Please allow weeks fora snA tenant irpvmTrart for the erxlneertg of theplars to start after moeKirg the A-CAD ils. 5) Therewalbea25%payrnentneededbrtheengneerirgportionoftieprojedFnalparrhentvgberequiredamtieprojectissgnedotfwthtieIredepartrhent 6) Should aPayrnerkManagerrhentSysbmbe used!the castwdl revert back b the contractor . 7) Electrical contractor bcall for rough vtre irspecton after National!FaiSafe has oomplebd wire rough h.No finish device to be hug until electric oxrtraclor has reoa nW rough wire tspectar.Any fnsh eW#rentasked tobehung before rough wirei spectim shal be electrical omhadors'respasbtty. 8) EledtiralPemhls,70, ofcondk(alar?dutrunsntresbbadedcrostbeprardedwithihepulsbirgs)-tgofboxes,associatedcaurectasahy120VACwoikpatdhhgad cResbairfs,rernaralandreplacernertofce�rgbbsaUDEDulessolherw'sestaledintheproposal.Red*bdoo dpArnayberegraeddhedc y f .9) MountirgngofdudsmokedebLtorsirdxdYuakbyMedranicalConbactor.Aldarnperlfanshutdownwiigfiandudsmokede�brsoraivctoalybsGrgisexduded. 10) Should add�n�devices be required,Natiahal Fair Sa(ewll only be respahsbb brthe wire and devices. 11) ::Ild trere be any s grrage,Ivax boxes,dazsrhent bares requ red tvnl be FRONDED AND WSTALLED BY OTHERS. 12) Strobel.ightSyrxihorvationoulsideoftredesgnabdareaofCasbtKtionFxckrded 13) FIRE WATCH is D(CLUDm. ® DATE(MMfDD/YYYY) ACC o CERTIFICATE OF LIABILITY INSURANCE 1 012 0/2 0 2 0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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). CONT CT PRODUCER NAME: Kim Akasaka Wood Gutmann&Bogart insurance Brokers A"CNN 714 8248339 ac Ne:714-824-8344 15901 Red Hill Ave.,Suite 100 E-MAIL Tustin CA 92780 ADDREss; kakasaka b(b.com INSURERS AFFORDING COVERAGE NAIC tl License#:0679263 INSURER A:Philadelphia Indemnity 18058 INSURED NATIO01 INSURER B:Insurance Company of the West 27847 National Fail Safe INSURER c:Underwriters at Uo ds 15792 Attn: Kathleen Puskas 6442 Industry Way INSURER D: Westminster CA 92683-3695 INSURER£: INSURER F: COVERAGES CERTIFICATE NUMBER:1106937794 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 AUL)TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDYlYYYY MMIDDIYYYY LIMITS LTR A GENERAL LIABILITY PHPK20713D4 12/31I2019 12/3112020 EACH OCCURRENCE E 1,0W,D00 DA AAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $100,000 _ CLAIMS-MADE �OCCUR APPROVED AS FORM MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000.000 GENERAL AGGREGATE $3,000.000 By: GENT AGGREGATE LIMIT APPLIES PER: MICHAEL E. TES PRODUCTS-COMP/OP AGG S 3,000,000 G POLICY M PRO- LOC CITY ATTOR 4EY Deductible BIrPD: $5,000 A AUTOMOBILE LIABILITY PHPK20713 GT Ids 12/31/2020 CO acci- MBIdent SINGLE LIMIT 1 000 000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) 5 AUTOS AUTOS NED PROPERTY DAMAGE $ - HIRED AUTOS H AUTOS Per accident E A UMBRELLA LIAR ��X OCCUR PHUB703433 12/312019 12/3IM20 EACH OCCURRENCE $6,000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE $6,000,000 DED I X I RETENTION b 10,000 f g WORKERS COMPENSATION VJ50502926605 12/312019 12/312020 X V1C STATU OTH- AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N!A E.L.EACH ACCIDENT E 1,000,000 OFFICER/MEMBER EXCLUOED9 (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $1,000,000 If yes,describe under E.L.DISEASE-POLICY LIMIT $1 000,000 DESCRIPTION OF OPERATIONS below C ProfessionalfPollution B0621PNATI039519 12l3W019 12/312020 Each Claim $3,000,000 Claims Made Form Aggregate Limit $3,000,000 Retro date:01/D112003 Deductible: $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Endorsements applicable when required by written contract with Named Insured General Liability—Additional Insured(Completed Ops)applies per form PI-GL-016(09/15) General Uability—Additional Insured applies per form PI-GLD-SG(10113) General Liability—Primary Wording applies per form PI-GL-005(07112) General Liability—Blanket Additional Insured with Waiver of Subrogation applies perform PI-GLD-SG(10113) General Liability—OCIP Wrap Exclusion applies per farm CG 2154 01 96 General Liability—Designated Project General Aggregate Limit applies per form PI-GL-011(07114) Auto Liability—Additional insured applies per farm PI-CA-003(04/14) See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THE CITY OF HUNTINGTON BEACH 2000 MAIN STREET AUTHORIZED REPRESENTATIVE HUNTINGTON BEACH,CA 92648 �� ? ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: NATIO01 LOC#: A�® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Wood Gutmann&Bogart Insurance Brokers National Fail Safe Attn:Kathleen Puskas POLICY NUMBER 6442 Industry Way Westminster CA 92683-3695 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Auto Liability-Waiver of Subrogation applies per form PI-CA-001 (09/15) Auto Liability—Primary Wording applies per form PI-CA-004 Workers'Compensation-Waiver of Subrogation applies per form WC 99 06 34 08 00 Excess Liability follows form over the General Liability,Auto Liability and Employers Liability. RE:Job Number:20251 Name:Cameron Shelter CERTIFICATE HOLDER VESTING: Additional Insured:THE CITY OF HUNTINGTON BEACH ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-CA-001 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following Is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages,consult the policy contract wording. Page Coverage Applicablo Limit of Insurance # Who is An Insured 2 Board Members Included Newly Acquired Entities Included Designated Insured Included Lessor of Leased Autos Included Cost of Bail Bonds $5 000 2 W Expenses—Loss of Earnin 6 $500 er da 2 es Coverage Amended 3 $100 er disablement 3 a a Windshields and Win_dows No deductible a lies 3 n Ex enses $100 erda /$3,000maximum 3 Physical Dama e—Loss of Use $100 per da I$1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the 4 vehicie whichever is less Personal Effects $500 4 Rental Reimbursement $100 erfd�av/ da s 4 Accidental Dischar e—Air B Amende 4 Electronic E ui ment $1000 5 Original Equipment Manufacturer Parts Included 5 Replacement 5 Auto Loan/Lease GapCoverage Amended 6 One Comprehensive Coverage Deductible Per Amended Occurrence 7 Notice of and Knowleri a of Onnurranne Amended Blanket Waiver of Subrogation Amended as required by written contract 7 Unintentional Errors or Omissions �Ammended 7 Mental Anguish—BodilyIn'u Redefined Coverage extensions under this endorsement only apply In the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Page 1 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with Its permission. PI-CA-001 (09115) i. LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION ll—LIABILITY COVERAGE,A.Coverage,1.Who Is An Insured is amended by adding the following: The following are also"insureds": 1. Board Members—Board members(or their spouses)while renting a vehicle while on business for the named Insured. 2. Newly Acquired Entities—Any business entity newly acquired or formed by you during the policy period, provided you own 50%or more of the business entity and the business entity Is not separately Insured for Business Auto Coverage. Coverage Is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3. Designated Insured—Any person or organization designated by the"insured"is an"Insured" for Liability Coverage,but only to the extent that person or organization qualifies as an "Insured" under the Who Is An Insured Provision contained in SECTION II of the Coverage Form. 4. Lessor of Leased Autos—The lessor of a"leased auto"is an"Insured"only for"bodily, injury"or"property damage"resulting from the acts or omissions by: a. You; b. Any of your"employees"or agents;or c. Any person,except the lessor or any"employee"or agent of the lessor,operating a"leased auto"with the permission of any of the above. Any"leased auto"in the pollcy schedule will he considered a covered"autd,you own and not a covered"auto"you hire or borrow. The coverages provided under this endorsement apply to any"leased auto"In the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the"leased auto,"whichever occurs first. "Leased auto"means an"auto"leased or rented to you, Including any substitute, replacement or extra"auto"needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. Cost of Ball Bonds SECTION IT—LIABILITY COVERAGE,A.Coverage,2,Coverage Extensions,a. Supplementary Payments, Item(2)is deleted In Its entirety and replaced with the following: (2) Up to$5,000 for cost of bail bonds(including bonds for related traffic law violations) required because of an"accident"we cover. We do not have to furnish these bonds. C. Reasonable Expenses SECTION Ii—LIABILITY COVERAGE,A.Coverage,2.Coverage Extensions,a. Supplementary Payments, Item(4)is deleted In its entirety and replaced with the following: Page 2 of 7 ®2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-CA-001 (09/15) (4) All reasonable expenses Incurred by the"insured"at our request, including actual loss of earnings up to$500 a day because of time off from work. D. Fellow Employee Coverage SECTION II—LIABILITY COVERAGE,B.Exclusions,5.Fellow Employee is deleted in its entirety and replaced by the following: "Bodily injury"to any fellow"employee"of the"insured"arising out of and In the course of the fellow"employee's"employment or while performing duties related to the conduct of your business. However,this exclusion does not apply to any manager or officer of your company. II. PHYSICAL DAMAGE COVERAGE EXTENSIONS A. Towing SECTION Ili—PHYSICAL DAMAGE COVERAGE,A.Coverage,2.Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to$100 for towing and labor costs Incurred each time a covered"auto"is disabled. However,the labor must be performed at the place of disablement. No deductible applies to this enhancement. B. Glass Breakage SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,3.Glass Breakage—Hitting A Bird Or Animal—Falling Objects Or Missiles is amended by adding the following: No deductible applies to"loss"to glass used in the windshield or windows. C. Transportation Expenses SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions,a. Transportation Expenses is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to$100 per day to a maximum of$3,000 for temporary transportation expenses incurred by you because of a"loss"to a covered'auto." We will pay for temporary transportation expenses Incurred during the period beginning 48 hours after the"loss"and ending, regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its"loss." D. Hired Auto Physical Damage—Loss of Use The last sentence of SECTION Ill—PHYSICAL DAMAGE COVERAGE,A. Coverage,4_ Coverage Extensions,b. Loss of Use Expenses is deleted in its entirety and replaced with the following: However, the most we will pay for any expenses for loss of use is$1ou per day,to a maximum of$1,000. Page 3 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with Its permission. PI-CA-001 (09/15) E. Hired Auto Physical Damage SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions Is amended by adding the following extension: Hired Auto Physical Damage Any"auto"you lease,hire, rent or borrow from someone other than your"employees"or partners, or members of their household is a covered"auto"for each of your physical damage coverages. The most we will pay fnr any"loss°in any one'accident"is the ACV or the cost for repair or replacement of the vehicle,whichever Is less. For each covered"auto"our obligation to pay will be reduced by a deductible of$500 for Comprehensive Coverage and$1000 for Collision Coverage. F. Personal Effects Coverage SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions is amended by adding the following extension: Personal Effects Coverage We will pay up to$500 for"loss"to personal effects,which are: 1. Owned by an"insured";and 2. In or on your covered"auto." This coverage applies only in the event of the total theft of your covered"auto." No deductible applies to this coverage, G. Rental Reimbursement SECTION III—PHYSICAL DAMAGE COVERAGE,A.Coverage,4.Coverage Extensions is amended by adding the following extension: Rental Reimbursement Coverage We will pay up to$100 per day,for up to 30 days,for rental reimbursement expenses incurred by you for the rental of an"auto"because of"loss"to a covered"auto.' We will also pay up to$300 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered"auto." If"loss"results from the total theft of a covered"auto,"we will pay under this coverage only that amount of your rental reimbursement expenses which Is not already provided under Item[it.C. Transportation Expenses of this endorsement. H. Accidental Discharge--Airbag Coverage SECTION Ill—PHYSICAL DAMAGE COVERAGE,B.Exclusions,Paragraph 3.is amended by adding the following exception: Page 4 of 7 42015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-CA-001 (09/15) This exclusion does not apply to the accidental discharge of an airbag. This coverage is excess of any other collectible Insurance or warranty. No deductible applies to this coverage. I. Electronic Equipment Coverage The following supersedes anything to the contrary In SECTION III—PHYSICAL DAMAGE COVERAGE, B. Exclusions,Paragraph 4. Exclusions 4.c.and 4.d.do not apply to: Any risk management or monitoring equipment and electronic equipment that receives or transmits audio,visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only If the equipment is permanently installed in the covered "auto"at the time of the"loss"or the equipment is removable from a housing unit which Is permanently installed In the covered"auto"at the time of the"loss,"and such equipment is designed to be solely operated by use of the power from the"auto's"electrical system, in or upon the covered"auto." The most we will pay for all"loss"to risk management or monitoring equipment,audio,visual or data electronic equipment that is not designed solely for the reproduction of sound and any accessories used with this equipment as a result of any one"accident"is the least of. a. The actual cash value of the damaged or stolen property at the time of the"loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality;or c. $1,000. This coverage will not apply if there is other Insurance provided by this policy for the above- described electronic equipment. We will,however, pay any deductible, up to$500,that is applicable under the provisions of the other insurance. J. Original Equipment Manufacturer(OEM)Parts Replacement SECTION tit—PHYSICAL DAMAGE COVERAGE,C.Limit of Insurance,Paragraph 1.Is amended to include: However, if the covered"auto"has less than 20,000 miles on Its otlometer,then the following condition will apply: We will pay the cost to replace the damaged parts(excluding glass and mechanical parts) with new Original Equipment Manufacturer replacement parts if the damaged parts cannot be repaired. K. Auto Loan I Lease Gap Protection SECTION III—PHYSICAL DAMAGE COVERAGE,C.Limit of Insurance is amended to include the following: 4. In the event of"foss"to a covered"auto"that is loaned or leased to an"insured": a. The most we will pay for"loss"In any one"accident"is the lesser of. Page 5 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office,Inc.,with its permission. PI-CA-001 (09/15) (1) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like,kind and quality. b. Our Limit of Insurance for"total loss"will be the greater of (1) The balance due under the terms of the lease or loan,to which your"auto"is subject but not including: (a) Past due payments; (b) Financial penalties imposed under the lease; (c) Security deposits not refunded; (d) Costs for extended warranties or insurance; or (e) Final payment due under a"balloon loan';or (2) Actual cash value of the stolen or damaged property. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of"loss.' c. Additional Definitions (1) "Total loss"for the purpose of this coverage, means a loss In which the estimated cost of repairs, plus the salvage value,exceeds the actual cash value. (2) "Balloon loan"is one with periodic payments that are Insufficient to repay the balance over the term of the loan,thereby requiring a large final payment. d. Additional Conditions This coverage will apply only to the original lease or loan written on your covered'auto., In order for this coverage to apply,leased"autos"must be leased or rented to you under a leasing or rental agreement,for a period of not less than six months,which requires you to provide direct primary insurance for the benetlt of the lessor, L. One Comprehensive Coverage Deductible SECTION III—PHYSICAL DAMAGE COVERAGE,D.Deductible is amended by adding the following: Only one Comprehensive Coverage Deductible per occurrence will apply to any"lass" resulting from a covered peril. For the purpose of this extension,occurrence means a single Incident, including continuous or repeated exposure to substantlaliy the same general harmful conditions within a 24-hour period. Page G of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc„with Its permission. PI-CA-001 (09115) III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV—BUSINESS AUTO CONDITIONS,A.Loss Conditions,2. Duties In The Event Of Accident,Claim,Suit Or Loss, Paragraph a, is deleted in its entirety and replaced with the following: a. In the event of"accident,"claim,"suit"or"loss,"you must give us,or our authorized representative, prompt notice of the"accident"or"loss.' Include: (1) How, when and where the"accident"or"loss"occurred; (2) The"insured's"name and address;and (3) To the extent possible,the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the"accident"or "loss"applies only when the"accident"or'loss'Is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership;or (3) An executive officer or insurance manager,if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV—BUSINESS AUTO CONDITIONS,A.Loss Conditions,b.Transfer Of Rights Of Recovery Against Others To Us,Is amended by adding the following exception: However,we waive any right of recovery we may have against any person or organization because of payments we make for"bodily injury"or"property damage"arising out of the operation of a covered"auto"when you have assumed liability for such"bodily injury"or 'property damage'under an"insured contract," C. Unintentional Errors or Omissions SECTION IV—BUSINESS AUTO CONDITIONS,B.General Conditions,2.Concealment, Misrepresentation,Or Fraud is amended by adding the following: The unintentional omission of,or unintentional error in,any Information given by you shall not prejudice your rights under this insurance. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. IV. DEFINITIONS A. Mental Anguish SECTION V—DEFINITIONS,C."Bodily Injury"Is amended by adding the following: "Bodily injury"also includes mental anguish but only when the mental anguish arises from other bodily Injury, sickness, or disease. Page 7 of 7 ©2015 Philadelphia Indemnity insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Pl-MANU-1 (01100) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY PI-CA-003 BLANKET ADDITIONAL INSURED PI-CA-003 (04/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With rcapoct to coverage provided by thin endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. 5ECTION 11 - COVERED AUTOS LIABILITY COVERAGE, A. coverage, 1. Who Is An Insured is amended by adding the following: The following are also "insureds": Any person or organization for whom you are required by an "insured contract" to procure "bodily injury" or "property damage" liability insurance arising out of the operation of a covered "auto" with your permission. However, this additional insurance does not apply to: 1. The owner or anyone else from whom you hire or borrow a covered "auto." This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own: 2. Your "employee" if the covered "auto" is owned by that "employee" or a member of his or hor household, 3. Anyone using a covered "auto" while he or she is working in a b usiuea� uI belliuy, seLVICI uy, repairing, parking or storing "autos" unless that business is yours; 4. Anyone other than your "employees," partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees," while moving All other terms and conditions of this Policy remain unchanged. Page 1 of 3 PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY property to or from a covered "auto''; or S. A partner (if you are a partnership), or a member (if you are a limited liability company) for covered ' 'auto" owned by him or her or a member of his or her household. a. The "insured contract" must be in effect during the policy period shown in the Declarations and must have been executed prior to the "bodily injury" or "property damage". C. This person or organization is an "insured" only to the extent you are liable due to your ongoing operations for tnat "insures", wnetner the worB is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covered "auto" is being driven by you or one of your employees. D. There is no coverage provided to this person or organization for "bodily injury" to its employees or for "property damage" to its property. E. Coverage for this person or organization shall be limited to the extent of Your negligence or fault according to the applicable principles of comparative negligence or fault. F. The defense of any claim or "suit" must be tendered by this person or organization as soon as practicable to all other ineurero which potentially provide inouranec for such claim or "suit". G. A person's or organization's status as an "insured" under this endorsement ends when your operations for that "insured" are completed. H. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the All other terns and conditions of this Policy remain unchanged. Page 2of3 PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any "insured," or to procure insurance. I. The following additional exclusions apply: The insurance afforded to any person or organization as an "insured" under this endorsement does not apply to "loss": 1, which occurs prior to the date your contract is effective with such person or organization; 2. Arising out of the sole negligence of any person or organization that would not be an "insured" except for this endorsement; or 3. which occurs after you returned the leased or rented "auto" to the lessor or the policy period ends, whichever occurs first. All other terms and conditions of this Policy remain unchanged. Page 3 of 3 PI-GL-016(09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -- COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11—Who Is An Insured Is amended to include as an additional insured any person or organization who Is an owner,lessee or contractor,but only with respect to liability for"bodily injury" or "property damage"caused, in whole or in part,by"your work"performed for that additional insured and Included In the"products-completed operations hazard". However. 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contract or agreement,the Insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the Insurance afforded to these additional insureds, the following is added to Section Ili—Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement;or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. PI-GL-016(09115) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with permission PI-GLD-SG(10113) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: - SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy, If such specific coverage applies,the terms,conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page# Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security 2 Services only Medical Payments $20,000 2 Medical Payments—Extended Reporting Period 3 years 2 Supplementary Payments—Bail Bonds $2,500 3 Supplementary Payments—Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured—Broadened Named Insured Included 3 Additional Insured—Managers and Supervisors Included 3 Additional Insured—Managers, Landlords,or Lessors of Included 3 Premises Additional Insured—Lessors of Leased Equipment—Automatic Included 4 Status When Required in Lease Agreement With You Additional Insured—Grantors of Permits Included 4 Additional Insured—Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence,Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards included 6 Liberalization Included 6 Bodily Injury—Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page 1 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10/13) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire Is changed to fire, lightning,explosion, smoke,or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION 1—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions; b. SECTION III—LIMITS OF INSURANCE, Paragraph 6.;and c. SECTION V—DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you Is not otherwise excluded from this Coverage Part, Me words fire Insurance are changed to insurance for fire,lightning,explosion,smoke,or leakage from automatic fire protective systems where it appears in SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,Subsection 4.Other Insurance,Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000;or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event,whether such damage results from fire, lightning, explosion,smoke,or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions, Paragraph g.Aircraft,Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments—Limit Increased,Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III—LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Under SECTION I—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item(b)is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident;and Page 2 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10/13) D. Supplementary Payments In tho SUPPLEMENTARY PAYMENTS—COVERAGES A AND D provision, Items 1.b.and 1.d.are amended as follows: 1. The limit for the cost of ball bonds Is changed from$250 to$2,500; and 2. The limit for loss of earnings is changed from$250 a day to$500 a day. E. Employoo Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS--COVERAGES A AND B provision,the following is added: we will pay, on your behalf, defense costs incurred by an"employee-in a criminal proceeding. The most we will pay for any"employee"who is alleged to be directly involved In a criminal proceeding is$15,000 regardless of the numbers of"employees,"claims or'suits'brought or persons or organizations making claims or bringing"suits." F. Who is an Insured SECTION 11—WHO IS AN INSURED Is amended as follows: i. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part,Paragraph 3.a.is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an Insured: a. Broadened Named Insured—Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However,coverage does not apply to any organization or subsidiary not named In the Declarations as Named Insured,if they are also Insured under another similar policy, but for its termination or the exhaustion of Its limits of Insurance. b. Managers and Supervisors—If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds,but only with respect to their duties as your managers and supervisors. c. Managers,Landlords,or Lessors of Premises—Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any"occurrence"which takes place after you cease to be a tenant in that premises;or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Page 3 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10113) d. Lessors of Leased Equipment—Automatic Status When Required in Lease Agreement With You—Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for"bodily injury,""property damage" or"personal and advertising injury"caused,In whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds,this insurance does not apply to any'occurrence"which takes place after the equipment lease expires. e. Grantors of Permits—Any state or political subdivision granting you a permit In connection with your premises subject to the following additional provision: (1) This Insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance,repair,construction,erection, or removal of advertising signs,awnings,canopies,cellar entrances,coal holes,driveways, manholes, marquees, hoist away openings, sidewalk vaults,street banners or decorations and similar exposures; (b) The construction,erection,or removal of elevators; or (c) The ownership, maintenance,or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract—Any person or organization for whom you are performing operations when you and such person or organization have agreed In writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional Insured only with respect to liability for"bodily injury,""property damage"or"personal and advertising injury"caused,In whole or In part,by: (1) Your acts or omissions;or (2) 1 he acts or omissions of those acting on your behalt; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional Insured under this endorsement ends when your operations for that additional insured are completed. With respect to the Insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1) `Bodily injury,""property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render,any professional architectural,engineering or surveying services, including: Page 4 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Pi-GLD-SG(10/13) (a) The preparing, approving,or failing to prepare or approve,maps,shop drawings, opinions, reports, surveys,field orders,change orders or drawings and specifications; or (b) Supervisory,inspection,architectural or engineering activities. (2) "Bodily Injury"or"property damage"occurring after: (a) All work, including materials,parts or equipment furnished In connection with such work,on the project(other than cervioe,maintonanoe or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or (b) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following Is added to SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY,Subsection 2.Exclusions,Paragraph b.Contractual Liability: (3) Based on the named insured's request at the time of claim,we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability Insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification,the following is added to SECTION IV—COMMERCIAL GENERAL LIABLiTY CONDITIONS, Paragraph 8.Transfer of Rights of Recovery Against Others To Us: Therefore,the Insured can waive the insurer's rights of recovery prior to the occurrence of a loss,provided the waiver is made in a written contract. I. Duties in the Event of Occurrence,Offense,Claim or Suit 1. When you report an"occurrence"(coverage for which is provided by this policy)to your compensation Insurance carrier,and this"occurrence"later develops into a liability claim, failure to report such"occurrence"to us at the time of such"occurrence"shall not be deemed In violation of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties In the Event of Occurrence,Offense,Claim or Suit. This is upon the distinct understanding and agreement however,that you,the insured,as soon as made aware that this particular"occurrence"is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a.of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an 'occurrence'or an offense,applies only when the"occurrence"or offense is Known to: Page 5of10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10/13) a. You, If you are an Individual; b. A partner, it you area partnership;or c. An"executive officer"or insurance manager,if you are a corporation. 3. The requirement In Condition 2.b.of SECTION N—COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or"suit"as soon as practicable will not be considered breached unless the breach occurs after such claim or"suit"is known to: a. You,if you are an individual; b. A partner,if you are a partnership; or c. An"executive officer"or Insurance manager,if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that,based on our reliance upon your representations as to existing hazards, If you should unintentionally tall to disclose all such hazards prior to the beginning of the policy period of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge,we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. L. Bodily Injury—Mental Anguish SECTION V—DEFINITIONS, Paragraph 3.is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person,and Includes mental anguish resulting from any of these;and b. Except for mental anguish,includes death resulting from the foregoing(Item a.above)at any time. M. Assault and Battory with Extondod Property Damage SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2.Exclusions, Paragraph a.is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury"or`property damage'expected or intended from the standpoint of the insured. This exclusion does not apply to: Page 5of10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10113) (1) "Bodily Injury"or"property damage"resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability vn the pact or a Narned insured arlsing solely from the acts of your"employees." However,acts of your"employees"shall not include theft. N. Errors and Omissions Coverage 1. SECTION I—COVERAGES,COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts,errors or omissions committed by you relating to your services described in the Declarations. 2. SECTION I—COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to"personal injury"includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I—COVERAGES is amended by adding the following: COVERAGE D—ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However,we will have no duty to defend the insured against any"suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply.We will have the right and duty to defend any"suit"seeking those damages. We may,at our discretion, investigate any claim or"suit"that may result. But: (a) The amount we will pay for damages is limited as described in SECTION III—LIMITS OF INSURANCE;and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgmente or settlements under Covoragee A,Id,or D, or medical expenses under Coverage C. No other obligation or liabiilty to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS—COVERAGES A,B, AND D. (2) This insurance applies only If the error or omission occurs during the policy period. b. Exclusions This Insurance does not apply to: Page 7of10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with Its permission. Pi-GLD-SG(10/13) (1) "Bodily injury"or"property damage"; (2) "Personal and advertising Injury'; (3) Intentional Injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the Insured; (4) Any claim seeking relief or redress in any form other than monetary damages; (6) Any claim arising out of any insured's activities,or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order Issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages- (a) That the insured would have in the absence of the contract or agreement;or (b) Assumed in a contract or agreement that Is an Insured contract; (8) Liability arising from any fraudulent,dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or"employee"of any of the above;and (10) Any claim alleging, arising out of, resulting from, based upon or In consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally,any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action,error or omission that violates or Is alleged to violate: (a) The Telephone Consumer Protection Act(TCPA), Including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003,including any amendment of or addition to such law; (c) The Fair Credit Reporting Act(FCRA), and any amendment of or addition to such law, Including the Fair and Accurate Credit Transactions Act(FACTA); or (d) Any federal,state or local statute,ordinance or regulation,other than the TGPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits,or limits the printing, dissemination,disposal,collecting, recording, sending, transmitting,communicating or distribution of material or information. c. SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS—COVERAGES A,B,AND D Page 6 of 10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10113) d. SECTION III—LIMITS OF INSURANCE is amended as follows: (1) Item 2.is replaced by the following; 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A,except damages because of"bodily Injury"or "property damage"included In the"products-completed operations hazard"; c. Damages under Coverage B;and d. Damages under Coverage D. (2) Item 5.Is replaced by the following: S. Subject to 2.or 3.above,whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A;and b. Medical expenses under Coverage C, because of all"bodily injury"and'property damage"arising out of any one "occurrence";and c. Damages under Coverage D. e. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B,or D of this Coverage Part,our obligations are limited as follows: (2) Paragraph b.Excess Insurance, Item(2)Is replaced by the following: When this insurance is excess,we will have no duty under Coverages A, B,or D to defend the insured against any claim or"suit"if any other insurer has a duty to defend the insured against that claim or"suit." If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other Insurers. O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an'employee"for an accident occurring during the policy period: 1. First aid treatment Including cardiopulmonary resuscitation (CPR);and Page 9of10 ©2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission. PI-GLD-SG(10/13) 2. Medical,surgical,dental,x-ray,or nursing service or treatment,or the furnishing of food or beverages in connection therewith;and the furnishing or dispensing of drugs,or medical,dental, or surgical supplies or appliances. However,this coverage does not apply to any insured or to any entity engaged in the business or- occupation of providing the services or treatments described In 1.and 2.above. Page 10 of 10 ©2013 Philadelphia indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc.,with its permission, PI-GL-006(07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -.... ...PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies Insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 12/31/2019 Name Of Person or Organization(Additional insured): Blanket Per Written Contract Prior To Loss SECTION II—WHO IS AN INSURED is amended to include as an additional insured tha Ppr.qnn(s)nr organization(s)shown in the endorsement Schedule,but only with respect to liability for"bodily injury," "property damage"or"personal and advertising injury"arising out of or relating to your negligence in the performance of"your work"for such person(s)or organizations)that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization(Additional Insured),except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or"occurrence"we cover for this Additional Insured. The Additional Insured's limits of insurance do not inrrpacP ntir limits of insurance,as described in SECTION III—LIMITS OF INSURANCE. All other terms, conditions,and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 Includes copyrighted material of Insurance Services Office, Inc.,with itc permisalon. POLICY NUMBER: PHPK2071304 COMMERCIAL GENERAL LIABILITY CG 21 54 01 96 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION-- DESIGNATED OPERATIONS COVERED BY - --- A CONSOLIDATED (WRAP-UP) INSURANCE PROGRAM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Description and Location of Operation(s): Any/All owner controlled Insurance programs Any/All contractor controlled insurance programs (if no entry appears above, Information required to complete this endorsement will be shown In the Oeclaratlons as applicable to this endorsement.) The following exclusion is added to paragraph 2., This exclusion applies whether or not the consoli- Exciusions of COVERAGE A — BODILY INJURY dated(wrap-up)insurance program: AND PROPERTY DAMAGE LIABILITY (Section I — (1) Provides coverage identical to that provided by Coverages): this Coverage Part; This insurance does not apply to "bodily injury" or (2) Has limits adequate to cover all claims; or "property damage" arising out of either your ongoing (3)Remains In effect. operations or operations included within the "products-completed operations hazard" at the loca- tion described In the Schedule of this endorsement, as a consolidated (wrap-up) insurance program has beets Pluvided by the prime uUntractullproject man- ager or owner of the construction project in which you are involved. CG 21 64 0196 Copyright, Insurance Services Office, Inc., 1994 Page 1 of 1 ❑ PI-GL-011 (07/14) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. DESIGNATED PROJECT GENERAL AGGREGATE LIMIT ANTI-STACKING PROVISION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project(s): Blanket Per Written Contract Prior To Loss Information required to complete this Schedule,if not shown above,will be shown In the Declarations. A. For all sums which the Insured becomes legally obligated to pay as damages caused by "occurrences" under SECTION I—COVERAGE A,and for all medical expenses caused by accidents under SECTION I—COVERAGE C,which can be attributed only to ongoing operations at a single designated project shown In the Schedule above: 1. A separate Designated Project General Aggregate Limit applies to each designated project,and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of`bodily injury"or"property damage' Included in the"products-completed operations hazard",and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits"brought;or c. Persona or organizations making claims or bringing"suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Project General Aggregate Limit for that designated project. Such payments shall not reduce the General Aggregate Limit shown In the Declarations nor shall they reduce any other Designated Project General Aggregate Limit for any other designated project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations,such limits will be subject to the applicable Designated Project General Aggregate Limit. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with permission PI-GL-011 (07/14) B. For all sums which the Insured becomes legally obligated to pay as damages caused by "occurrences"under SECTION I—COVERAGE A,and for all medical expenses caused by accidents under SECTION I—COVERAGE C,which cannot be attributed only to ongoing operations at a single designated project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable;and 2. Such payments shall not reduce any Designated Project General Aggregate Limit. C. When coverage for liability arising out of the"products-completed operations hazard*is provided,any payments for damages because of"bodily Injury"or"property damage" included in the"products- completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit,and not reduce the General Aggregate Limit nor the Designated Project General Aggregate Limit. D. if the applicable designated project has been abandoned,delayed,or abandoned and then restarted, or if the authorized contracting parties deviate from plans,blueprints, designs,specifications or timetables,the project will still be deemed to be the same project. E. The provisions of SECTION III—Limits of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. F. Under no circumstances will the Designated Project General Aggregate Limit for any one project be added to and/or stacked with the Designated Project General Aggregate Limit available to another project. All other terms,conditions, provisions,and exclusions of the policy remain unchanged. Page 2of2 Includes copyrighted material of Insurance Services Office, Inc.,with permission PI-MANU-1 (01100) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY PT-CA-004 PRIMARY AND NON-CONTRIBUTORY CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is added to SECTION rV-BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance: The insurance provided by this policy for any additional insured endorsement attached to this policy is primary when primary coverage is required in a written contract. In addition, we will not seek contribution from any insurer when insurance on a non-contributing basis is required in a written contract for any additional insured endorsement attached to this policy. For coverage to apply, the written contract must have been executed prior to the occurrence of "loss." This endorsement supersedes anything to the contrary. All other terms and conditions of this Policy remain unchanged. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed.8-00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). The additional premium for this endorsement shall be 2 %of the total California Workers'Compensation premium otherwise due. Schedule Person or Organization Job Description ANY PERSON / ORG / ALL CA OPERATIONS WHEN REQUIRED BY P/ WRITTEN CONTRACT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infonration below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12/31/2019 Policy No.WSD 5028268 05 Endorsement No. Insured NATIONAL FAIL-SAFE Premium $ INCL. Insurance Company INSURANCE COMPANY OF THE WEST Countersigned By WC 99 06 34 (Ed.8-00) INSWI=O