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Full Sail Enterprise, Inc. - 2023-10-01 (2)
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND FULL SAIL ENTERPRISE,INC. FOR FLEET VEHICLE GRAPHIC SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City," and Full Sail Enterprise, Inc., hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of fleet vehicle graphic services. 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 , 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. 23-13258/317306 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 One Hundred Fifty Thousand Dollars ($150,000.00) during the term of this Agreement. 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 (0/ . or as soon as practicable after the execution of this Agreement by City (the"Com encement Date") and terminate three (3) years from 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. 23-317253 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, 23-317253 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. 23-317253 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. 23-317253 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 Full Sail Enterprises, Inc. Attn: Director of Public Works Attn: Peter Brunner 2000 Main Street 15632 Product Lane, Ste A Huntington Beach, CA 92648 Huntington Beach, CA 92649 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. 23-317253 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; 23-317253 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. 23-317253 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. 23-317253 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 FULL SAIL ENTERPRISES, INC. municipal corporation of the State of California By: ,« a , w` it-•-4 .,04,3 ? i6fL S .. L/? Mayor Print name ITS: (circle one)Chairma residen 9'd Vice President C ty Clerk 04/1/23 AND r�: By: )R c 76(e. LJ/`' _`'("r`, INITIATED AND APPROVED: Print n. i• ITS: (circle one tift hief Financial Officer/Asst. Secretary-Treasurer Director of Public Works/ APPROVED AS TO FORM: City Attorney/ APPjD: . &I\ li. City".n. V 23-317253 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide fleet vehicle graphic services. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 23-317253 11 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: SEE ATTACHED EXHIBIT B 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 23-317253 12 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. 23-317253 13 EXHIBIT B Public Works Fleet Vehicle Graphics Bid Sheet Contractor Name: i l (.$(aLL, E. rep..f/l.t s j, tit.. Date: 7 a Instructions for completing Bid Sheet: I, Fill in the company name and date above, 2, Complete/fill-in price information in boxes below. 3. Optional-additional pricing information can be added below, but is not required, SERVICE AREA PRICE Graphic design $ 86.da per hour or per project(circle one) Installation $ 75.0D per hour Graphics removal and replace $ 75,da per hour PW Ffeet Vehicle Graphics RFQ June2023 -----"I QD DATE(tdMroD1YYYY) AcORO CERTIFICATE OF LIABILITY INSURANCE ‘......;--- 07/31/2023 'THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIP4.ATE 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 endorsement(s). PRODUCER CONTACT Theresa Roque NAME: Huggins Dreckman Insurance PHCONE I EMI: "AIL (562)594-6541 (A/�No): (562)594.0376 License No.0212199 A L theresa@hdlnsure.com ADDRESS; 5152 Katella Ave,Sulte 206 INSURER(S)AFFORDING COVERAGE NAICl/ Los Alamitos CA 90720 INSURER A: ACE Fire Underwriters Ins Co 20702C INSURED INSURER B: ACE Property&Casualty Ins Co 20699C Full Sail Enterprises Inc INSURER C: 16832 Product Ln SteA INSURER D: INSURER E; Huntington Beach CA 92649 INSURER F: COVERAGES CERTIFICATE NUMBER: 2023/2024 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 ADUL-SUBH POLICY EFF POLICY EXP INS() WV° POLICY NUMBER (MMIDD/YYYY) (MMIOD/YYYY), LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE n OCCUR PREMISES EaENT occurrence)DAMAGE TO $ 1,000,000 — MED EXP(Any one person) $ 5,000 A Y D94785882 04/01/2023 04/01/2024 PEtsONAL&ADV INJURY $ 1,000,000 GENLAGGREGATE LIMIT APPLIES PER; GENERALAGGREGATE e.$ 2.000,000 POLICY PR LOC PRODUCTS-COMP/OP AGO $ 2.000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ X UMBRELLA UAB ^ OCCUR EACH OCCURRENCE $ 1,000,000 B ExcEss um — CLAIMS-MADE UMBCAD951645233N 04/01/2023 04/01/2024 AGGREGATE $ 1,000,000 DED 1 RETENTION S $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN S ATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE n NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ Ifyes describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS l LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required)_ � r r ��� The City of Huntington Beach,Its agents,officers and employees are Included as additional Insured with respects Gen i LI I i��te o Primary and Non-Contributory Wording applies as per written contract. MICHAEL E. GATES CITY ATTORNEY CIL( CITY OF HUNTINGTON BEAC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS, 2000 Main St. AUTHORIZED REPRESENTATIVE Huntington Beach CA 92848 77t O 1.."s.�0„r ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26(2016/03) The ACORD name and logo are registered marks of ACORD ® DATE(MMJDDlYYYY) A��o CERTIFICATE OF LIABILITY INSURANCE 07/27/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the poiicy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Mark Nguyen StateFarm Mark Nguyen ram.N,Extl: 714-418-9050 X (A/C.No): 9Q� 6552 Bolsa Ave Ste H ADDRESS: mark.nguyen.p4gv@statefarm.com 0 INSURER(S)AFFORDING COVERAGE NAIC N Huntington Beach CA 92647 INSURER A: State Farm Fire and Casualty Company 25143 ' INSURED INSURER B: FULL SAIL ENTERPRISES INC INSURER C: 15632 PRODUCT LN STE A INSURER D: INSURER E: HUNTINGTN BCH CA 926491346 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 INSD WVD POLICY NUMBER DD SUB POLICY VFP POLICY EXP LIMITS LTR (MMIDOIYYYYI (MMfDDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO D CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(My one person) $ PERSONAL&ADV INJURY g GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO' PRODUCTS-COMP/OP AGG $ POLICY JECT LOC OTHER: $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ OWNED - SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ _ _ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per scddentl $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ • DEO RETENTION $ $ WORKERS COMPENSATION X STATUTE ER PER OT}I- $ AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? pi EL. IA Y 92-J5-R633-3 03/30/2023 03/30/2024 (Mandatory In NH) EL.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES (ACORO 101,AddIllonal Remarks Schedule,may be attached It more space Is required) Certificate Holder is additional Insured CERTIFICATE HOLDER CANCELLATION _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Maln St. AUTHORIZED REPRESENTATIVE Huntington Beach 92648 `,,,, This form was system-generated on 07/27/2023 , I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001488 2005 165279 205 01-19-202: POLICY NUMBER: D94765882 BUSINESSOWNERS BP 04 48 0713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II—Liability is amended as follows: B. With respect to the insurance afforded to these A. The following is added to Paragraph C.Who Is An additional insureds, the following is added to Insured: Paragraph D. Liability And Medical Expenses Limits Of Insurance: 3. Any person(s) or organization(s) shown in the If coverage provided to the additional insured is Schedule is also an additional insured, but only with respect to liability for `bodily injury", required by a contract or agreement, the most we "property damage"or"personal and advertising awill mount of insuranf ce: of the additional insured is the injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those 1. Required by the contract or agreement; or acting on your behalf in the performance of 2. Available under the applicable Limits Of your ongoing operations or in connection with Insurance shown in the Declarations; your premises owned by or rented to you. However: whichever is less. a. The insurance afforded to such additional This endorsement shall not increase the insured onlyapplies to the extentpermitted applicable Limits Of Insurance shown in the pp Declarations. by law;and b. 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. BP 04 48 0713 ©Insurance Services Office, Inc., 2012 Page 1 of 1 ' POLICY NUMBER: D94765882 BUSINESSOWNERS BP12010810 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY CHANGES THIS ENDORSEMENT FORMS A PART OF THE POLICY NUMBERED BELOW, POLICY NUMBER POLICY CHANGES EFFECTIVE COMPANY D94765882 08-01-2023 ACE Fire Underwriters Insurance Company NAMED INSURED AUTHORIZED REPRESENTATIVE FULL SAIL ENTERPRISES INC _Internal Users CHANGES Added Additional Insured: City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers-City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648;Added blanket Primary and Non-contributory. POLICY AMOUNT AND PREMIUM ADJUSTMENT Limits Of Insurance Premiums Coverage Previous Limit New Limit Previous New Add`I Premium Description Of Insurance Of Insurance Premium Premium Return Premium OPTIONAL COVERAGES The following optional coverages are added under this policy Add'I Premium when designated by an"X"in the box(es)shown below. Return Premium Limits Of Insurance Outdoor Signs $ $ (Location#1) Burglary and Robbery $ (Named Peril Endorsement only) $ Inside the Premises $ Outside the Premises Or Money and Securities $ Inside the Premises $ $ Outside the Premises Employee Dishonesty $ each occurrence $ Equipment Breakdown $ $ BP 1201 0810 ©Insurance Services Office, Inc„ 2009 Page 1 of 2 ❑ • BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following; BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section HI — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and BP 14 88 0713 ©Insurance Services Office, Inc., 2012 Page 1 of 1 Location#1, Building#1 TOTAL PREMIUM ADJUSTMENTS PREMIUM DUE AT POLICY CHANGE EFFECTIVE DATE ADDITIONAL RETURN $ 76 $ REMOVAL If Covered Property is removed to a new location that is described on this Policy Change,you may PERMIT extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that,this insurance does not apply at the previous location. Authorized Representative Signature Page 2 of 2 0 Insurance Services Office, Inc., 2009 BP 12 01 08 10 0 Resolution No.2008-63 r5 . S ';.. CITY OF HUNTrNGTON BEACH ; - MOO Main Street Huntington Beach, CA 9264s DECLARATION OF PERMXTT'EE I certify that no vehicle(s) will be used or operated in the performance of the task(s)or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is use Signature of Pertnitteel'/' G" Print name iL S. i3(u,-�t*4 Company name tifeppttcable�1'u�-.c_ SA"-( JL Pi t 1,c �f j1 A it KG-7 IA ' . Date signed F 3 " oZvA 3 16407 EXHIBIT I • BUS1NESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT Named insured Endorsement Number FULL SAIL ENTERPRISES INC BOP47635a0716 Policy Symbol Policy Number Policy Period Effective Date of Endorsement SER D94765882 04-01-2023 to 04-01-2024 04-01-2023 Issued By(Name of Insurance Company) ACE Fire Underwriters Insurance Company THIS ENDORSEMENT CHANGES THE POLICY.'PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM TABLE OF CONTENTS Page Supplementary Payments—Bail Bonds And Bonds To Appeal Judgments—No Sublimit 2 Medical Expenses—Three Years To Report Expenses 2 Non-Owned Watercraft Under 55 Feet 2 Non-Owned Aircraft 2 Damage To Property—Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured—Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured—Employees (Including For CPR and First Aid)And Volunteer Workers 3 Additional Insured —Lessor Of Leased Equipment 4 Additional Insured—Managers Or Lessors Of Premises 4 Additional Insured-Vendors 5 Additional Insured—Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You—$1,000,000 7 Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9 Bodily Injury, Including Resulting Mental Anguish 9 Coverage Territory, Limited Worldwide 10 Personal Injury, Including Discrimination, Harassment And Segregation 10 Unintentional Failure To Disclose Hazards 10 Other Insurance, Including Primary Provision 10 Waiver Of Subrogation Required By Contract 11 This endorsement modifies the coverages provided under the Businessowners Coverage Form. Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. A. SUPPLEMENTARY PAYMENTS—BAIL BONDS AND BONDS TO APPEAL JUDGMENTS-NO SUBLIMIT In Section II -Liability, Paragraph A. Coverages, 1.f.Coverage Extension—Supplementary Payments,subparagraphs (1)(b) and (c) are replaced by the following: (b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 1 of 11 (c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds. B. MEDICAL EXPENSES—THREE YEARS TO REPORT EXPENSES In Section II—Liability, Paragraph A. Coverages,2. Medical Expenses, subparagraph a.(b) is replaced by the following: (b) The expenses are Incurred and reported to us within three years of the date of the accident; and C. NON-OWNED WATERCRAFT UNDER 55 FEET In Section II-Liability, Paragraph B. Exclusions, subparagraph (2)of Exclusion 1.g. Aircraft,Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; D. NON-OWNED AIRCRAFT In Section II -Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g. Aircraft, Auto or Watercraft in Section II—Liability: This exclusion does not apply to an aircraft you do not own provided: 1. The pilot in command holds a currently effective certificate, issued by the duty constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. E. DAMAGE TO PROPERTY-EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II-Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k. Damage To Property: Paragraphs(3)and(4)of this exclusion do not apply to"property damage" to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. F. WHO IS AN INSURED -SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II-Liability, Paragraph C.Who Is an Insured is amended to include the following: If there is no other insurance available, each of the following is also a Named Insured: BOP-47635a(07/16) includes copyrighted material of Insurance Services Office,with its permission,2016. Page 2 of 11 1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or 2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. G. WHO IS AN INSURED- EMPLOYEES (INCLUDING CPR AND FIRST AID)AND VOLUNTEER WORKERS In Section II-Liability, Paragraph C.Who is an Insured, Paragraph 2.a. is replaced by the following: 2. Each of the following is also an insured: a. Your"employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no"employee" is an insured for: (1)"Bodily injury" or"personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers"or partners (whether or not an "employee")or to any co-"employee"while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a)above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or(b)above. With respect to"bodily injury"only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, "executive officers", partners or supervisors as insureds.The limitations also do not apply to your"employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee". (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers"or partners (whether or not an "employee")or by any of your"employees". This limitation does not apply to"property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner, b. Your"volunteer workers", but only while acting within the scope of their activities for you and at your direction. H. ADDITIONAL INSUREDS In Section II-Liability, Paragraph C.Who is an Insured, the following is added: 2. Each of the following is also an insured: BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with Its permission,2016. Page 3 of 11 LESSOR OF LEASED EQUIPMENT e. Any person or organization from whom you lease equipment, but 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 and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. MANAGERS OR LESSORS OF PREMISES f. Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy. However, the insurance afforded to such additional insured: (1)Only applies to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any"occurrence" that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds. VENDORS g. Any person or organization who is a vendor of"your products", but only with respect to"bodily Injury"or"property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 4 of 11 insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. With respect to the insurance afforded to these vendors, the following additional exclusions apply: (1) This insurance afforded the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for Its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraph (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: (1) Required by the contract or agreement; or (3) Available under the applicable Limits Of Insurance shown in the Declarations; BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 5 of 11 whichever is less, This shall not increase the applicable Limits Of Insurance shown in the Declarations. OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only: (1) To the extent such contract or agreement requires the additional insured to be afforded status as an Insured; and (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement. No person or organization is an insured under this provision: (1) That is more specifically identified under any other provision of Paragraph C.Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement. However, the insurance afforded to such persons or organizations: (1) Only applies to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. The following Is added at the end of Paragraph C. Who Is An Insured: No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. However, no person or organization is an insured with respect to the: a. Ownership, maintenance or use of any assets; or b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any: (1) "Bodily Injury" or"property damage"that occurred; or (2) "Personal and advertising injury"arising out of an offense first committed; in whole or in part, before such acquisition is executed. With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And MedIcal Expenses Limits Of Insurance: The most we will pay on behalf of such person or organization is the amount of Insurance: BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 6 of 11 • (1) Required by the contract or agreement; or (2) Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This shall not increase the applicable Limits Of Insurance shown in the Declarations. I. DAMAGE TO PREMISES RENTED TO YOU—$1,000,000 In Section II-Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs 3. and 4. are deleted and replaced with the following: 3. Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under Business Liability Coverage for damages because of"property damage"to any one premises while rented to you or while temporarily occupied by you with permission of the owner is$1,000,000. 4. Aggregate Limits The most we will pay for: a. All"bodily injury"and "property damage"that is included in the"products-completed operations hazard"is twice the Liability and Medical Expenses limit. b. All: (1) "Bodily injury" and "property damage"except damages because of"bodily injury"or"property damage" included in the"products-completed operations hazard"; (2) Plus medical expenses; (3) Plus all "personal and advertising injury"caused by offenses committed; is twice the Liability and Medical Expenses Limit. The Limits of Insurance of Section II—Liability apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period Is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. J. PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT In Section II-Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the following is added: 1. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the insured becomes legally obligated to pay for all"bodily injury" and"property damage" caused by"occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by • accidents under Paragraph A.2. Medical Expenses,which can be attributed only to a single "location": BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 7 of 11 a. A separate Location General Aggregate Limit will apply to each"location", and that limit is equal to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations. b. The separate Location General Aggregate Limit is the most we will pay for the sum of all damages for"bodily injury"or"property damage" under Paragraph A.1. Business Liability, except in connection with "bodily Injury" or"property damage" included in the"products- completed operations hazard", and for medical expenses under Paragraph A.2. Medical Expenses, regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits". c. Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall reduce the separate Location General Aggregate Limit for that"location". Such payments shall not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the Declarations nor shall they reduce the separate Location General Aggregate Limit for any other"location". d. 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 Other Than Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be subject to the applicable separate Location General Aggregate Limit. 2. Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages that the Insured becomes legally obligated to pay for all "bodily injury"or"property damage"caused by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by accidents under Paragraph A.2., which cannot be attributed only to operations at a single"location". a. Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph A.2. for medical expenses shall reduce the amount available under the Other Than Products/Completed Operations Aggregate Limit or the Products/Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce the separate Location General Aggregate Limit applicable to a single"location". 3. Subject to the separate Location General Aggregate Limit and all other applicable limits, the Combined Total Aggregate Limit shown in the Declarations Is the most we will pay for the combined sum of amounts described above, regardless of the number of"locations". 4. Any payments we make for"bodily injury" or"property damage" included in the"products-completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit regardless of the number of"locations", and not reduce the Other Than Products/Completed Operations Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single"location." 5. As used in this endorsement, "location"means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. K. KNOWLEDGE/NOTICE OF OCCURRENCE In Section II -Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties In the Event Of Occurrence, Offense,Claim or Suit is amended to include the following: BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 8 of 11 • e. Knowledge of an"occurrence"or offense by an agent or"employee"of the Insured will not constitute knowledge by the insured, unless an"executive officer" (whether or not an"employee")of any insured or an "executive officer's"designee knows about such "occurrence" or offense. Failure of an agent or"employee" of the insured, other than an "executive officer" (whether or not an"employee") of any insured or an "executive officer's" designee, to notify us of an"occurrence" or offense that such person knows about will not affect the insurance afforded to you. f. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. L. BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH In Section II-Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is deleted and replaced with the following: 3. "Bodily injury"means physical: a. Injury; b. Sickness; or c. Disease; sustained by a person, Including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or disease. M. COVERAGE TERRITORY, LIMITED WORLDWIDE In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is deleted and replaced by the following: 4. "Coverage territory" means all parts of the world. However, "coverage territory"does not include any: a. "Bodily injury" or"property damage"that takes place or any offense committed outside of the United States of America(including its possessions and territories), Canada and Puerto Rico, unless the insured's responsibility to pay damages is determined by a"suit" on the merits that is brought in the United States of America(including its possessions and territories), Canada or Puerto Rico; or b. Injury or damage in connection with any"suit" brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. N. PERSONAL INJURY, INCLUDING DISCRIMINATION, HARASSMENT AND SEGREGATION In Section II-Liability, Paragraph F.Liability and Medical Expenses Definitions, paragraph 14.is amended to include the following: h. Discrimination, harassment or segregation based on a person's age, color, national origin, race, religion or sex unless committed by or at the direction of any"executive officer", director, stockholder, partner or member of the insured. BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 9 of 11 • O. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS In Section III—Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud is amended to include the following additional paragraph: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an"executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. P. OTHER INSURANCE, INCLUDING PRIMARY PROVISION In Section III—Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3. are replaced by the following: H. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this insurance, our obligations are limited as follows: 1. Primary Insurance This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then,we will share with all that other insurance by the method described in Paragraph 3 below. 2. Excess Insurance a. This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b)That is insurance that applies to"property damage"to premises rented to you or temporarily occupied by you with permission of the owner; or (c)If the loss arises out of aircraft, "autos"or watercraft to the extent not subject to Exclusion g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured. b. When this insurance is excess, we will have no duty to defend the insured against any"suit" if any other insurer has a duty to defend the insured against that"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. c. When this insurance is excess over other Insurance,we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this Insurance; BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 10 of 11 • (2) The total of all deductible and self-Insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Q. WAIVER OF SUBROGATION REQUIRED BY CONTRACT In Section III—Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against Others To Us, subparagraph 2. is replaced by the following: 2. Applicable to Businessowners Liability Coverage: • We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit"or transfer those rights to us and help us enforce them. This paragraph does not apply to Medical Expenses Coverage. All other terms and conditions of the policy remain unchanged. BOP-47635a(07/16) Includes copyrighted material of Insurance Services Office,with its permission,2016. Page 11 of 11