HomeMy WebLinkAboutHowe Aviation - 2023-10-27 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HOWE AVIATION
FOR
BROKERING THE SALE OF HELICOPTER N52311B
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 HOWE AVIATION,hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to act as a broker for the
sale of Helicopter N523H13;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 Ryan Howe 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.
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-- - -
3. TERM;TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on October 27 2023 (the 9Commencernent 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" arc 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. NO SALE AFTER THREE MONTHS
If the Helicopter.N523H13 does not sell after three months of Howe Aviation
zealously and diligently marketing it, online fees may be billed to.CITY. The fees,including all
costs and expenses,are not to exceed$2,000.
B. PERCENTANGE OF SALE
If Helicopter N523HB is sold upon an agreed price, the.CITY agrees to pay
CONSULTANT tr dollar amount equivalent to 235% of the sale,price at the time of escrow
closing.
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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."
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 inay 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
23-12894/322112 3 of 12
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 Harmless provision applies in
place of subsection A above:
"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
8 g
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
23-12894/322112 4 of 12
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 professiorud liability in an amount not less than One Million Dollars
($1,000,000.00)per occurrence and in the aggregate, The above-mentioned insurance shall not
contain a self•insured retention without the express written consent of CITY;however an insurance
policy "deductible" of Ten Thousand Dollars($10,000.00) or less is pennitied. 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
23-12894/322112 5 of 12
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;
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.
1 . '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
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Shall secure atits 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
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 andshall beprOmptly 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 otherperson 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. COPYRIORTS/PATENTS
CITY shall own all rights to any patentor copyright on any work,item or material
produced as a result of this Agreement.
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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.
I 6. 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.
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 Howe Aviation
ATTN: Chief of Police ATTN: Ryan Howe
2000 Main Street 15771 W.Christy Drive
Huntington Beach,CA 92648
Surprise,AZ 85379
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.
'23-1289,4/322112 $of 12
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 intetiret, 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 pads 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.
23-12894/322112 9 of 12
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 SUHCOIVTRACTINGPROWBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services,and that such legal services are expressly outside the
scope of services 'contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of'any legal services expenses'incurred by
CONSULTANT.
24. ATTORNEY'S PEES
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.
23-12894/322 t 12. 10 of 12
2..5. 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
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.
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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.
CONSULTANT, CITY OF HUNTING ' CH,
HOWE AVIATION a municipal corpor ion of the S te of
Calif a
By:
"k-
Director/Chief
print name
(Pursuant To HBA4C .3.03.100)
ITS: (circle une)ChairmatercskliVice President
APPROVED AS Ts 0: .000,01 AND
4111I
By:
City Attorney 6:Ak
prim name Date
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
Secretary-Treasurer
RECEIVpAND FIL
(e-4/417141414z,
7y Clerk
Date
23-12894/322112 120f 12
EXHIBIT"A"
A. STATEMENT OP WORK: (Narrative of work to be performed)
• Provide broker services in the sale of Helicopter N523HB
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
C. CITY'S DUTIES AND RESPONSIBILMES:
D. WORK PROGRAWPROJECT SCHEDULE:
EXHIBIT A
EXHIBIT"B"
Payment Schedule(Fixed Pee Payment)
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the fallowing progress and payment schedules.
SEE ATTACHED EXHIBIT"B"
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall 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.
•
3. CONSULTANT shall submit to CITY an invoice for each monthly progress 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%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 no*CONSULTANT in writing of the reasons for non-approval and the schedule
of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties
agree that past performance by CONSULTANT is in,or has been brought into compliance, or until
this Agreement has expired or is terminated as provided herein.
4. 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 ilom the ongoing
performance of the remainder of this Agreement.
EXHIBIT B
AN/ IA .110N
• To:HBPD
10th October 2023
Proposal to Broker HBPD M0520N Serial Number IN 105 Registration N523H8
Howe Aviation LLC located at 15771 W Christy Drive,Surprise AZ,85379 proposed to Huntington
Beach PO Air Unit a broker agreement to aide In the sale of their Helicopter NS23HB.
• Howe Aviation LLC would market the Helicopter online and through its contacts.
The online fees would be part of the commissions.
• 3 months term as the exclusive broker.
• If the aircraft does not sell after 3 months, the online fees would be billed to HBPD ;
(estimated$1,500-$2,000 USD)but the time associated with trying to sell the
helicopter by Howe Aviation LLC would not be billable.
• AeroTitie(Escrow Company)would be used for the transaction between a
potential buyer and HBPD authorized representatives.
• If sold at an agreed upon price Howe Aviation LLC would receive 2.75%of the sale
price at time of escrow closing.
• Communication on pricing,pre-purchase and acceptance of the machine for an LOI
'(Letter of Intent)or PA(Purchase Agreement)when submitted,would be
discussed with Jerry Goodspeed as the main HBPD contact.
• All pictures to be uploaded online would be approved by HBPD.
Thank Vou
Ryan Howe
•
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ACORI120.12.0101.031 The:,ACORIY.fiaMii*titli*ti4i,e1:0„gtdtetaittiiitkiiofAcdiko
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PRIVATE HANGAR LIABILITY COVERAGES PRODUCER CUSTOMER 1D:
INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y IN) SUBROGATION WANED?(YIN)
COVERAGE OPTIONS - LIMIT APPLIES TO UNIT APPLIES TO
IIANGARKEEPERB LEGAL INCLUDING TAXI
EA AIRCRAFT $ EA OCC
LIABILITY EA
FIGHT
COVERAGE
CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO
$ $
$ $
AVIATION PRODUCTS LIABILITY COVERAGES
INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y I N) SUBROGATION WANED?(YIN)
COVERAGE OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO
PRODUCTS LIABILITY -4 INCL COMP OPS INCL SPACECRAFT
EA
EXCL COMP OPS EXCL SPACECRAFT $ OCC $ AGGR
GROUNDING UABILITY $ EAOCC $ AGGR
FOREIGN MILITARY
AIRCRAFT PRODUCTS INCLUDED
COVERAGE
CODE DESCRIPTION OPTIONS LIMIT APPUESTO LIMIT APPLIES TO
$ $
$ $
OTHER COVERAGES
LINE OF BUSINESS
INSURER LETTER • POUCY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y IN) SUBROGATION WANED?(YIN)
COVERAGE
CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO
_ $ $
•
_ $ $
$ $
$ $
_ $ $
$ f $
$ $
$ $
OTHER COVERAGES
LINE OF BUSINESS
INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y IN) SUBROGATION WAIVED?(YIN)
COVERAGE
CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPUES TO
_ $ $
$ $
$ $
$ $
_ $ $
_ $ $
ACORD 20(2016/03)