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HomeMy WebLinkAboutWater Resources Economics, LLC - 2023-09-27 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND WATER RESOURCES ECONOMICS, LLC FOR AS NEEDED FINANCIAL AND RATE SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Water Resources Economics, LLC hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide as-needed Financial and Rate services related to the City's water, wastewater and refuse rates, including public outreach; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Sanjay Gaur who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 23-13248/318202 1 of 12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on September 27 , 2023 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 23-13248/318202 2 of 12 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Haimless provision applies in place of subsection A above: 23-13248/318202 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 23-13248/318202 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 23-13248/318202 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT'S defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 23-13248/318202 6 of 12 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY,become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 23-13248/318202 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Water Economic Resources, LLC ATTN: Director of Public Works ATTN: Sanjay Gaur 2000 Main Street 10830 Pickford Way Huntington Beach, CA 92648 Culver City, CA 90230 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 23-13248/318202 8 of 12 provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the 23-13248/318202 9 of 12 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity 23-13248/318202 10 of 12 to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 23-13248/318202 11 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, WATER ECONOMIC RESOURCES a municipal corporation of the State of California By: ckit le j„ I/11 Director/Chief \0►-� ��'� (Pursuant To HBMC§3.03.100) rint ame ITS: (circle one)Chai an/PresidentNice President APPROVED AS T FORM: AND By: City Attorney Dte print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer (426401/ /-4441,44d City Clerk Date 2 23-13248/318202 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: As needed Financial and Rate services related to the City's water, wastewater and refuse rates, including public outreach. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Review of the water, sewer and solid waste financial and rate models Assist the City with Public Outreach / presentation to City Council Provide guidance on the Prop 218 logistics and Public Hearing C. CITY'S DUTIES AND RESPONSIBILITIES: Provide information and access to the consultant as needed. Meet with the consultant as needed. D. WORK PROGRAM/PROJECT SCHEDULE: 2 years 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: Please see attached proposal - $325/hour, not to exceed $28,000 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 Surfnet Exhibit B hourly 1 brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B hourly 2 VC Lice, '� ® DA7E(MM/Op/YYYY) A�D CERTIFICATE OF LIABILITY INSURANCE 07/26/2023 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 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 Caitlin Elsasser NAME: The Liberty Company Insurance Brokers rAilic No,Ext): (888)918-3960 FAX No): Lic#0D79653 EMAIL Caitlin.Elsasser@libertycompany.com ADDRESS: 5955 De Soto Ave,Ste 250 INSURER(S)AFFORDING COVERAGE NAIL N _ Woodland Hills CA 91367 INSURER A: Sentinel Insurance Company 11000 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Water Resources Economics,LLC INSURER C: 10830 Pickford Way INSURER D: INSURER S: Culver City CA 90230 INSURER F: COVERAGES CERTIFICATE NUMBER: 23-24 GL BA WC UMB 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 CONDIT)ON OF ANY CONTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POUCY EFF POLICY EXP LIMITS LTR !NM YAM POLICY NUMBER IMMIDDIYYYY) (MMIDDIYYYY) X COMMERCIAL GENERAL UABIair EACH OCCURRENCE $ 1,000,000 DAGE-TO RENTED CLAIMS-MADE X OCCUR PREMISES SES Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 57SBMBN7148 07/19/2023 07/19/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE UMITAPPLIES PER: GENERALAGGREGATE $ 2,000,000 X�POLICY JECT n LOC PRODUCTS-COMP/OP AGG $ 2,000,000 IOTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea acddent) ANY AUTO BODILY INJURY(Per person) $ A — OWNED SCHEDULED Y 57SBMBN7148 07/19/2023 07/19/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED \/ NON-OMMED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Peracddenl) S X UMBRELLA LIAB OCCUR EACH OCCURRENCE S 5,000,000 ~ A EXCESS LIAB CLAIMS MADE 57SBMBN7148 07/19/2023 07/19/2024 AGGREGATE S 5,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION MUTE EMPLOYERS'LIABILITY X STATUTE ER . B ANY PROPRIETOR/PARTNEFUEXECLMVE Yj� NIA 57WECAMSU2P 07/19/2023 07/19/2024 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory In I f i,000,000 (MandatorylnNH) E.L.DISEASE-EA EMPLOYEE S It yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Per Claim $1,000,000 Professional Liability A 57SBMBN7148 07/19/2023 07/19/2024 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may he attached If more space Is required) Whereby required by written contract or agreement,the City of Huntington Beach,Its officers,elected or appointed officials,eem_plID eees sgen�bnndO �R� volunteers are included as Additional insureds under the Commercial General Liability on a Primary/Non-Contributory basis. Fli F�gev��l ", suspended,voided,canceled,reduced in coverage or in limits except after 30 days'prior written notice. MICHAEL E. GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS, 2000 Main St AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 r,.�--�,.aj I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD I POLICY NUMBER: 57 SBM BN7148 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGON BEACH CA 92648 CITY OF HUNTINGTON . EAC.1 :. .' S OF 'T.0 12. T;ECTED OR' :APPOINTED OF TCIAL`5.,. :EMPLOYEES., A3E C P;:=VOTrt3N.TEE'R$`.' 20OQ :.M4IN•:07 HUNTINGTON :BEACH; •CA ' .2.G 8 :COM 4.$1 : 4A..#2 T:IO0S:' OWNERS, iiESSEES :OR CONTRACT.Q ;> ' = CH) 1?UTiED i E iSON .OR: tdakifIZA'I'zON; • Form IH 12 0011 85 T SEQ. NO, 001 Printed in U.S.A. Page 001 Process Date: 07/26/23 Expiration Date: 07/19/24 .''. BUSINESS LIABILITY COVERAGE FORM POLICY NUMBER: 57 SBM BN7148 i This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. :Additi.o al.::Insured..;T ;Owners, Lessees :Or is available to an additional insured is described in Contractors Scheduled Person. Or the Other Insurance Condition in Section E. — OrgatiizatIoii. Liability And Medical Expenses General a.. WHO°IS:°►N:INSURED:under Section.:C :is.`> Conditions. amended. .to Include. as. an :.add.itional. G. LIABILITY AND MEDICAL EXPENSES insured te..person(s) :or ::organ ization;(s) DEFINITIONS shownin the De.clarations as:an:Additional Insured Owner, Lessees Or Contractorrs,. 1. "Advertisement" means the widespread public but�:onl: with:res.ect':to liabili for` bodil. : dissemination of information or images that �, P ty,. �„ y ." .. has the purpose of inducingthe sale of goods, injury:t ''"Property :damage or personal; P p . g " products or services through: artd'advertising:injury :caused,,7n��whole:Qi-� g in .part, by.your :ants.or,.omissions.,or:the: a. (1) Radio; acts.or:omissions.:of those.:actiing::on your.: (2) Television; behalf:' (3) Billboard; (1) In ;the .performance of..your ongoing: (4) Magazine; operations for the additional. insured(s); or (5) Newspaper; (2) in connection with ""yoiir •work". b. The Internet, but only that part of a web prfornied.for that :additional.£insured: site that is about goods, products or and `included 'within :the "products,. services for the purposes of inducing the compleeted ;operations Hazard", but sale of goods, products or services;or only if ;this .Coverage Part.:provides c. Any other publication that is given coverage •:for. "bodily injury" or widespread public distribution. "property damage"included within the: However, "advertisement"does not include: "produ nts-completed :operations: a. The design, printed material, information hazard.:. or images contained in, on or upon the b.• With.'respect`to the:insurance..afforded'.to. packaging or labeling of any goods or these additional :ins.ureds, this Insurance products; or does.;not::apply:to"bodily injury".,.."property b. An interactive conversation between or damage" or "personal an :advertising „ among persons through a computer network. injury :'arising out.of :the ;rendering :of, :or the.,<failure :IQ .render, :arofessional: 2. "Advertising idea" means any idea for an architectural, engineeriny professional or :surveying "advertisement". services;:lfQiudiing: 3. "Asbestos hazard" means an exposure or (1) 'The;preparing,.approving,:or'fallure ti threat of exposure to the actual or alleged prepare :or approve, ..maps, .shop. properties of asbestos and includes the mere drawings, opinions, reports;:;surveys, presence of asbestos in any form. field:orders,:change.:.orders,:designs or 4. "Auto" means a land motor vehicle, trailer or dreWingsand speciUcations;or. semi-trailer designed for travel on public {2), S.upervisory, :inspection, :architectural: roads, including any attached machinery or or-engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury"means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness;or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 ` BUSINESS LIABILITY COVERAGE FORM POLICY NUMBER: 57 SBM BN7148 This Paragraph f. applies separately to (3) We have issued this policy In reliance you and any additional Insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under if unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will provide any liability, uninsured motorists, Co Part, our obligations are limited as underinsured motorists, no-fault or other follows:erage coverage required by any motor vehicle a. :Pr'ttnary:insurance' law. We will provide the required limits for Tfis.insurance.`is pr%mary*e4pt.:whera.b... those coverages. 4eIow..;a:pplies ':1f.othen;iiisurance,: s:a['so: 4. Legal Action Against Us primary; 'we vliill .share.Wikfi:,i ll lhaj ether No person or organization has a right under irisurepe.by the:method ;descritjed .iri: c.. this Coverage Form: beloinr. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an Insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned property damage to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance Is excess over other Additional Insured To Other, insurance, we will pay only our share of Insurance the amount of the loss, if any, 'that That is other insurance available to exceeds the sum of: you covering liability for damages (1)• The total amount that all such other arising out of the premises or • insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that . - insured amounts under all that other insurance; or insurance. (7) .When "You •Add Others :As An We will share the remaining loss, if any,with Addittlonal Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not mails other Insurance available to an bought specifically to apply in excess of the additional insured, Limits of Insurance shown in the However, :the following :provisions Declarations of this Coverage Part. apply to 'other insurance :available to c. Method Of Sharing • any person or organization whois;an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance Is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each • share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. • applicable limits of-Insurance of all insurers. (b) Primary And 'Non-.Contributory 8. Transfer Of Rights Of Recovery Against TO Other :Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If .you have agreed in a written If the insured has rights to recover all or • contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with. under this Coverage Part, those rights are the additional ;insured :own • transferred to us. The insured must do insurance, this .insurance is nothing after loss to impair them. At our primary 'and •we •will 'riot .seal. request, the insured will bring "suit" or contribution. from 'that Other • transfer those rights to us and help us Insurance. enforce them. This condition does not Paragraphs(a) and(b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance Is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization In a contract, rights against all those other insurers, agreement or permit that was executed prior to the injury or damage. • Form SS 00 08 04 05 POLICY NUMBER: 57 SBM BN7148 Page 17 of 24