Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Sterling OC Enterprises, LLC - 2022-07-01
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND STERLING OC ENTERPRISES, LLC FOR TECHNICAL THEATER AND EVENTS SUPPORT 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 Sterling OC Enterprises, LLC, a California Limited Liability Company, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Theater and Event production. 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 Carlos San Roman, 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. 22-11358/283749 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 Forty Four Thousand Dollars ($44,000)per year for any one year during the term of this Agreement,with a three (3) year aggregate total not to exceed amount of One Hundred Thirty Two Thousand Dollars ($132,00). 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 f the essence of this Agreement. The services of Contractor are to commence 3' / 22, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate three years from date of commencement, 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. 22-11358/283749 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, 22-11358/283749 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. 22-11358/283749 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. 22-11358/283749 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 Sterling OC Enterprises, LLC Attn: Director of Community& Library Services Attn: Carlos San Roman 2000 Main Street 2948 E. Craig Drive Huntington Beach, CA 92648 Orange, CA 92869 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. 22-11358/283749 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; 22-11358/283749 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. 22-11358/283749 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. 22-11358/283749 9 35. 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 Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a STERLING OC ENTERPRISES, LLC municipal corporation of the State of a California Limited Liability Company California B r Mayor aS 'Q&A Pd�►•ra� 1 Print name ITS: (circle one)Chairm reP siden Vice President Citv Clerk AND Bylnna She, INITIATED AND APPROVED: Print name ITS: (circle on Secre Chief Financial Oificer!Assi. Secretary-Treasurer Director of Comm. & Library Svs APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 22-11358r283744 10 35. 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 Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a STERLING OC ENTERPRISES, LLC municipal corporation of the State of a California Limited Liability Company California e4j M By: Mayor Print name ITS: (circle one) Chairman/President/ Vice President City Clerk AND By. INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Director of omm. & Library Svs APPROVED AS FORM: City Attorney IE E ND APPROVED: I Cit ag COUNTERPART 22-11358/283749 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Huntington Beach Community and Library Services requires the CONTRACTOR to operate the Huntington Beach Library Theater and provide AV support for Huntington Beach Community and Library Services facilities and meeting spaces. The CONTRACTOR will provide trained and experienced staff with a background in all aspects of sound, lighting and other electronic equipment necessary for successful theater productions and other types of entertainment, social and business events. Examples of the kind of duties to be performed may include but are not limited to the following: Provide technical support for sound and light board operations for a variety of theater programs, as well as connecting and operating microphones, projectors ,VCR's, DVD players and laptops in the Community and Library Services' meeting rooms and facilities. Work with CITY staff to create an efficient inventory management system for controlling the storage, location and use of equipment necessary for successful productions and events in the Library's meeting rooms and Theater. Work with the regular and after-hours Library security staff to consistently maintain an updated inventory of available library equipment for support of events. Trouble-shoot any maintenance or repair issues that might manifest during the course of operation of the Library's sound, light, AV equipment, including need for ordering replacement bulbs or other repairs and maintenance. Plan light design, initiate fixture placement and program computer for light board operations. Change main stage curtains as necessary. Knowledge and experience with backlighting in conjunction with use of the main stage Cyclorama curtain when requested by clients. Availability to contact and meet with clients, when requested, prior to planned programs. Complete closing reports describing any issues/problems encountered during programs, and effectively communicate that to Library Facilities Rental staff. Work with CITY staff to ensure effective communication between library staff and clients, in support of events and productions. Basic knowledge of the CITY's/State's policies, practices, Fire and Safety Laws. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. CONTRACTOR agrees to provide CITY with trained staff to support the needs of the production calendar. Staffing is required on an as needed basis, throughout the year, with peak times during the fall and Holiday seasons. The library estimates that anywhere from 5 to 20 hours per week of coverage will be needed to effectively support the events and programs, with the understanding that more support may be required during peak periods. 2. CONTRACTOR agrees to have a representative available for regular consultant on the production schedule and for possible meetings with clients to review the requirements of an event. CONTRACTOR will not consult with any client without expressed authorization and approval from CITY Staff. Contractor will not consult with client bringing in or leaving any type of equipment in theater on non-scheduled days. Contactor will not let clients enter the facility before scheduled time. 3. CONTRACTOR agrees to operate within the framework of the City and State's policies, practices, fire and safety laws. C. CITY'S DUTIES AND RESPONSIBILITIES 1. Designated CITY staff will provide the CONTRACTOR with an updated weekly calendar, including details on all events in the meeting rooms that require support. 2. Designated CITY staff will be the primary contact and will coordinate communication between the CONTRACTOR and clients. D. WORK PROGRAM/PROJECT SCHEDULE 1. Schedules will vary and will be arranged on a weekly basis between CITY staff and the CONTRACTOR. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: $40.00 per hour B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. r STEROCE-01 ERICHBROLIHAR '4`,� CERTIFICATE OF LIABILITY INSURANCE DATS;8i2oZ2 Y, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements. PRODUCER CON FACT Elie Zbur NFP Property&Casualty Services,Inc. PHONE FAX 2450 Tapo Street (A/C,No,Exl):(805)537-0109 iArc,No:(805)579-1916 Simi Valley,CA 93063 EDpAIL :elie.zbur nfp.com _ INSURERS AFFORDING COVERAGE NAIC p _ INSURER A:Hartford Insurance Company of the Midwest 37478 INSURED INSURER 8:Hartford Underwriters Insurance Company 30104 SterlingOC Enterprises LLC INSURER c:Hartford Fire Insurance Company 19682 2948 E.Craig Drive INSURER D- Orange,CA 92869 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 'TYPE OF INSURANCE ADOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE rX OCCUR 72UUNCE6600 3/24/2022 312412023 OMEtAGETOeocTu e e S 300,000 MED EXP(Any oneperson) S 10,000 PERSONAL&ADV INJURY 5 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ �__ 2,000,000 X POLICY ,P1ECT LOG PRODUCTS-COMPIOPAGG S 2,000,000 OTHER: S B AUTOMOBILELIABILITY COEaeadedeO31NGLELIMIT 5 1,000,000 Ix ANY AUTO 72UENCG2086 3124/2022 3/24/2023 BODILYIS OWNED SCHEDULEDAfUTOSONLY AUTOOoS pp BODILY INJURY Per acddeNj $ AUR OS ONLY AUOTOS NIY FiO. .,j AMAGE eraccl enl S,_ A PROVED AS TO FORM UMBRELLA LIAR OCCUR _ EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE By: - AGGREGATE $ l E.G TES — JDEDFIRETENTIDN$ GM.ATTLoo Sy5 A WORKERS COMPENSATION PER OTH- N CITY OF HUNTINGT N BEACH X AND EMPLOYERS'LIABILITY Y! 72WEAKOP8V 212012022 2/20/2023 ER 1,000,000 ANY PROPRIETgORIPARTNERIEXECUTIVE E.L. ACCIDENT _ FICE�t/MF��NH)EXCLUDED? a NIA 1 OOO,OQO (Maeda o N E.L.DISEASE.-EA EMPLOYE If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , C Misc Owned/Rented 72UUNCE6600 3124/2022 3124/2023 Limit 150,000 C Special Form/RC 72UUNCE6500 312412022 3124/2023 Deductible 2,600 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is re ulred THIS CERTIFICATE ONLY APPLIES TO EQUIPMENT AND VEHICLE SUB-RENTALS MADE BY THE NAMED INSURE Certificate Holder,The City of Huntington Beach,Its officers,elected or appointed officials,employees agents,and volunteers,are included as Additional Insured and/or Loss Payee as respects to Liability and as required by written contract or agreement but only as respects losses arising from the actions and/or operations of the Named Insured per attached form. Justin.Wessets@su rfcily-hb CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, The City of Huntington Beach ACCORDANCE WITH THE POLICY PROVIS ONSCE WILL BE DELIVERED IN 2000 Main St Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©19BB-2016 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:STEROCE-01 ERICHBROUHARD LOC#: 1 A O" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED NFP Property&Casualty Services Inc, Sterling OC Enterprises LLC p y y 2948 E.Craig Drive POLICY NUMBER Orange,CA 92869 EE PAGE 1 Orange CARRIER NAIC CODE EE PAGE 1 SEEP 1 EFFECTIVE DATE:SEEP G 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 26 FORM TITLE: Certlficate of Liability Insurance CONTRACTUAL INSURANCE REQUIREMENTS Hired Auto Physical Damage $50,000 or Actual Cash Value or Cost of Repair,whichever is smallest,minus $1,000 deductible for each covered auto. The attached Certificate of Insurance is provided as part of our service to our client,the Insured.if special endorsements have been provided,they also are indicated attached.You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the Insured due to the insurance company's insuring conditions, limitations,exclusions,and other terms. If you have any questions,please contact the undersigned. NFP Property&Casualty Insurance Services,Inc. CA LICENSE#OF15715 2450 TAPO ST SIMI VALLEY,CA 93063 TELEPHONE:(805)579-1900 FAX:(805)579A916 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 UUN CE6500 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations THE CITY OF HUNTINGTON BEACH 2O00 MAIN ST ITS OFFICERS, ELECTED OR APPOINTED HUNTINGTON BEACH CA 92648 OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section Il — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only with exclusions apply: respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused,in whole or In part, by: 1. All work, including materials, parts or equipment 1. Your acts or omissions;or furnished in connection with such work, on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs) to be performed by or on behalf of the in the performance of your ongoing operations for additional insured(s) at the location of the the additional insureds) at the location(s) covered operations has been completed;or designated above. 2. That portion of"your work"out of which the injury However: or damage arises has been put to its intended 1. The Insurance afforded to such additional use by any person or organization other than another contractor or subcontractor engaged in insured only applies to the extent permitted by performing operations for a principal as a part of law;and the same project. 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. CG 20 10 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown In the Declarations; Section III—limits Of Insurance: whichever is less. If coverage provided to the additional insured Is This endorsement shall not Increase the applicable required by a contract or agreement, the most we Limits of Insurance shown in the Declarations. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or Page 2 of 2 ©Insurance Services Office, Inc., 2012 CG 20 10 0413 POLICY NUMBER: 72 UUN CE6500 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations THE CITY OF HUNTINGTON BEACH, ITS 2000 MAIN ST OFFICERS, ELECTED OR APPOINTED HUNTINGTON BEACH CA 92648 OFFICIALS, EMPLOYEES AGENTS AND VOLUNTEERS 2000 MAIN ST HUNTINGTON BEACH CA 92648 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional Insured the person(s) or additional insureds, the following is added to Section III organization(s) shown in the Schedule, but only —Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we will "your work" at the location designated and pay on behalf of the additional insured is the amount of described in the Schedule of this endorsement insurance: performed for that additional insured and 1. Required by the contract or agreement;or included in the "products-completed operations hazard". 2. Available under the applicable Limits of Insurance However: shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 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. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 SECTION li -WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph (1)(a)above; a. An Individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(b)above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c, A limited liability company, you are an If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a)Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services;and d. An organization other than a partnership, joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage" to property: stockholders are also Insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b}Rented to, o the care, custody or also insureds, but only with respect to their control of, over which physical duties as trustees. control Is being exercised for any purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers"(if you are b, Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person {other than your "employee" or "volunteer worker"), or any organization while managers (if you are a limited liability company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) 'Bodily injury"or"personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a)To you, to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited liability company), to a co-"employee" Your legal representative if you die, but only while in the course of his or her with respect to duties as such. That w hale In the or performing duties representative will have all your rights and emplrelated to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally Incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that cc-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products"which are distributed or stock, will qualify as a Named Insured If there is sold In the regular course of the vendor's no other similar insurance available to that business and only If this Coverage Part organization. However, provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period,whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a)"Bodily injury" or"property damage" e" for c. Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other Insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability. demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such Inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5, Additional Insureds When Required .8 the distribution or sale of the products; Written Contract; Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement, substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf; arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (i}The exceptions contained in Sub- With respect to the insurance afforded these or(f);or additional insureds, the following additional paragraphs ( exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from whom you have acquired such products, change orders or drawings and or any ingredient, part or container, specifications; or entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. 6essoh pro ucts.Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipment; but only with other wrongdoing In the supervision, hiring, employment, training or monitoring of others respect to their liability for "bodily injury", b that insured, If the "occurrence" which "property damage" or "personal and y caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s)or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or 'Political these additional insureds this insurance Subdivisions does not apply to any occurrence which takes place after the equipment lease Any state or political subdivision, but only with respect to operations performed by you or on expires, c. Lessors.Of land Or Prem€ses' your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. With respect to the insurance afforded these arising ,personal and advertising injuryout of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: This insurance does not apply to: (2) "Bodily injury" or ''property damage" included within the products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects,Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury"caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 0109 16 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not Included within the "products-completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III -LIMITS OF INSURANCE (a)The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for "bodily injury" or "property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: c. Persons or organizations making claims or (1) The insurance afforded to such additional bringing"suits". insured only applies to the extent 2. General Aggregate Limit permitted by law;and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement, the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" Included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does Limit not apply to: The Products-Completed Operations Aggregate "Bodily injury", property damage or Limit is the most we will pay under Coverage A "personal and advertising injury" arising out of for damages because of "bodily injury" and the rendering of, or the failure to render, any .property damage" included in the "products- professional architectural, engineering or completed operations hazard". surveying services, including: (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A; and by that insured, if the "occurrence" which b. Medical expenses under Coverage C caused the "bodily injury" or "property because of all "bodily injury" and "property damage", or the offense which caused the Y 1 y' p p Y "personal and advertising injury", involved the damage" arising out of any one "occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 6. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 0109 16 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion or any combination of these. (1) Immediately record the specifics of the claim or"suit"and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to S.above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8, How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement;or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown In the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid,without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this Coverage Part that may also be covered by 1. Bankruptcy other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any Injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or Individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporati on; you or temporarily occupied by you with (5) Any trustee, If you or the additional permission of the owner; insured is a trust; or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g, of This duly applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (6) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of liability signed by us, the Insured and the by that insurance; or claimant or the claimant's legal representative. (7) When You Add Others As An 4. Other Insurance Additional Insured To This Insurance If other valid and collectible insurance is Any other insurance available to an additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a)Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below, agreed in a written contract or written b. Excess Insurance agreement that this Insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c.below. (1) Your Work (b)Primary;And 'Non-Contributory To That is Fire, Extended Coverage, Builder's Other In urance When Required By: Risk, Installation Risk or similar coverage Contract: for"your work'; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and non- insurance for premises rented to you or contributory with the additional temporari ly occu pied by you with insureds own insurance, this insurance is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 0109 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request, insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit", If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the Insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b insurance, we will pay only our share of the . Unintentional Failure To Disclose Hazards amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance, 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, j bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom j If all of the other insurance permits claim Is made or"suit"is brought. contribution by equal shares, we will follow g, Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a. Transfer Of Rights Of Recovery paid its applicable limit of insurance .or none of the loss remains,whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share Is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b• Waiver Of Rights Of'Recovery (Waiver Of. Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that { and send notice to the first Named Insured, right, provided the insured waived their rights 1 The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or I on the bill. If the sum of the advance and permit that was executed prior to the injury or j audit premiums paid for the policy period is damage, greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured, If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 I i