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Stetson Engineers, Inc. - 2025-06-09 (2)
it . i I � PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF FIUNTINGTON BEACH AND STETSON ENGINEERS,INC. FOR PREPARATION OF PUBLIC HEALTH GOAL REPORT 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 STETSON ENGINEERS, INC.,hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to prepare the Public Health Goal Report; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.Q3,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 Yuan Yap 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, 25-16425/377606 1of12 3. TERM;TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on J .4n OP/ , 20 (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 one (1) year 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 Three Thousand Eight Hundred Dollars($3,800). 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." 25-16425/377606 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 Harmless provision applies in place of subsection A above: 25-f6425/377606 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 25-16425/377606 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; 25-16425/377606 5of12 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 g p g g 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 25-16425/377606 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. 25-1 642 5/3 7 7606 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 Stetson Engineers,Inc. ATTN: Director of Public Works ATTN: Yuen Yap 2000 Main Street 861 Village Oaks Drive, Suite 100 Huntington Beach, CA 92648 Covina, CA 91724 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 25-I 6425/377606 8 of 12 I 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 25-16425/377604 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 begoverned and construed in accordance with the laws of the g o State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and might 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 25-1 642 5/3 77606 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. 25-16,125/377606 11 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, STETSON ENGINEERS,INC. a municipal corporation of the State of California ' By: J" « Director/Chief (IA- orstrant To HBMC§3.03.100) print name ITS: (circle or Chairman/Presid9ice President APPROVED AS TO FORM: AND ciLL, (.7., By: xtj/6 It City Attorney print name Date ITS: (circle o, S cretary/ !lief Financial Officer/Asst. Secretary—Treasu RECEIVE AND FILE: -----1(*‘16 rtV City Cerk -f Date IMPS' 25-16425/377606 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Prepare Public Health Goal Report B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Prepare the triennial PHG Report for the City's Water System. The triennial PHG Report will be prepared in accordance with California Health and Safety Code Section 11647(b) and Association of California Water Agencies(ACWA)guidance documents. Complete the triennial PHG Report for the City's Water System prior to the due date of July 1,2025. C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: • EXHIBIT A EXHIBIT "B" Payment Schedule(Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. $3,800 upon completion 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's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice,CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 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 from the ongoing performance of the remainder of this Agreement. , 1 { C'K-- 1 �...—=‘, STETENG•01 BUCK ACORLY 'DATE(MMIDUlYYYY) `� CERTIFICATE OF LIABILITY INSURANCE 4125./2025 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 CERTIFICATEHOLDER. 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 statetrient On this certificate does not confer rights to the certificate holder In lieu of such enderseriment(s). PRODUCER License#OD01900 NAMEAer Rhonda Buck GDI Insurance Agency,Inc. PHONE 801 Geer Road (A/C,No.Ex1):(8$8)420-1967 I(AA/C.No): Turlock,CA 95380 ADDRESS:Rhonda.Buck@gdiins:com INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:The Hanover Insurance Group 002225 INSURED INSURER D:The Hanover American Insurance Company 36064 'Stetson Engineers,Inc. INSURER C:U.S.Specialty Insurance Co 29599 2171 E.Francisco Blvd,Ste.K INSURER 0: San Rafael,CA 94901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED'NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTA(N, 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 TYPEOFINSURANCE ADDL SUER POLICYNUMBER POLICY EFF POLICY EXP LIMITS LTRINSO WVDIMM/DDIYYYY1 iMMIDDIYYYYi A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X OZFD955322 7/1/2024 7/1/2025 pREMI$ES EaENNTTEr ante) $ 300,000 X see other coy MED EXP(Anyone person) $ 10,000 PERSONAL B.ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JEC7 LOC Primus-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY (Ea acciden)SINGLE LIMIT $ 1,000,000 X ANY AUTO X AWFD955306 7/1/2024 7/1/2025 BODILY INJURY(Per peisonl $ — OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURY(Per accident) $ X HIRED ' ) NON-OWNED PROPERTY DAMAGE AUTOS ONLY — AUTOS ONLY (Per accident) $ $ A UMBRELLA LiAB X. OCCUR EACH OCCURRENCE $ 3,000,000 • X EXCESS LIAB CLAIMS-MADE OZFD955322 7/1/2024 7/1/2025 AGGREGATE $ 3,000,000 DED X RETENTION$ 0 $ B WORKERS COMPENSATION X STATUTE ER AND EMPLOYERS'LIABILITY WZFD928932 7/1/2024 7/1/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X E.L.EACH ACCIDENT $ lFFICaERJMEMBE R EXCLUDED? N I A 1,000,000 Man a ory n NH E.L.DISEASE-EA EMPLOYEE $ lIyes,describe under. 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C. Professional Liab. US2434831 7/1/2024 7/1/2025 •see remarks DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more spaco Is required) he City of Huntington Beach its elected or appointed officials,agents,officers,employees and volunteers are additional insured as require by written contract with respect to operations of the named insured per form 3911006 and 4610478 attached.Waiver Of subrogation'per attached WCO 0306. APPROVED AS TO FO MICHAEL J.VIGLIOTTA CERTIFICATE HOLDER CANCELLATION CITY ATTORNEY CITY OF HUNTINGTON-BE-ACM- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE L! I ACORD 25{2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks Of ACORD AGENCY CUSTOMER ID:STETENG-01 RBUCK LOC#: 1 ACGREY ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#0001900 NAMED INSURED GDI Insurance Agency,Inc. Stetson.F Engineers, Blvd,Ste.K POLICYNUMBER San Rafael,CA 94901 SEE PAGE 1 CARRIER NAtC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Limits: Each Claim and Aggregate 2,000,000 Deductible$50,000 ACORD 101(2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Hanover Insurance Group. WZF0928932 5701761 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule. The additional premium for this endorsement shall be 2 %of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOSFOR WCPOLICYHOLDER EMPLOYEES. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective'R"" 2 02.M Policy No. 672 E-D 92 8 9 32-0 5 Endorsement No. insured S-$eit 5 On e—e1 Zn e.. Insurance CompanyTHE HANOVER AMERICAN INSURANCE COMPANY Countersigned By _ �1 WC 04 03 06(Ed 04.84) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured-Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage- Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury- Broad Form included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under. the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION Il - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION 11 - b. The insurance afforded to such additional LIABILITY,C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with respect to liability for "bodily injury", (3) Applies on a primary basis if that isn ''property dama a", or "personal and required by the written contract, written 9 p agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 1 of 6 , . 4lignover Insurance Group_ OZF D955322 5701761 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.;or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured-Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured-Broad Form Vendors Owners or other interests from whom a. Any person or organization that is a vendor (a) with whom you agreed in a written contract land has been leased if the place or the or written agreement to include as an "occurrence"is takested after the lease additional insured under this Coverage Part offenseis an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendors business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury' or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) injury", provided to any other insured; and To "bodily "property damage" or Does not apply if the "bodily injury", "personal and advertising injury" arising (4) pp Y Y out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded even if the claims from coverage under this Coverage Part, This exclusion appliesincluding any endorsements thereto against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal (1) "Bodily injury" or "propertydamage" for and advertising injury" involved the rendering of or failure to render any which the vendor is obligated to pay professional services or for you. damages by reasons of the assumption of d. With respect to the insurance afforded to exclusionlixclity In a contractsnot orp agreement.liability This p does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION 11 - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment,Customers Goods,Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else acting on its behalf. However, this Paragraph (4) does not apply to "property exclusion does not apply to: . damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - course of business, in connection LIABILITY, F. Liability and Medical Expenses with the distribution or sale of the Definitions: products. (9) "Bodily injury" or "property damage" 1. tomers os" eans pert fors of your customer on your premises the arising out of an "occurrence" that took place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement C. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C.Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with Its permission. Page 3 of 6 . . 4HAnover insurance Group_ OZF D955322 5701761 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury-Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e.is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and (2) "Your work";or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses deficiency, inadequacy or dangerous Definitions, Definition 14. "Personal and condition in it, but this exclusion does advertising injury": not apply to "product recall expenses" "covered you incur for the recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, but only if such "discrimination" is: does notapply to "product recall expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their Intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination "your product" which has been of any person or persons by an insured. recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had reason to know at the inception of treatment of individuals based upon race, this insurance; color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your product' coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B.Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 4 of 6 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for (3) Number of "your products" the purposes of determining the Limits of withdrawn. Insurance. b. The Product Recall Expense Aggregate d. The following is added to SECTION II - Lhe ist the moste that we willeat LIABILITY, E. Liability and Medical Expense you for the sum of all "product reimburserecsll General Conditions, 2. Duties in the Event of expenses" incurred for all "covered Occurrence,Offense,Claim or Suit: recalls" initiated during the policy period. You must see to it that the following are c. The Product Recall Each Occurrence done in the event of an actual or anticipated Limit is the most we will pay in "covered recall that may result in "product connection with any one defect or recall expense deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must be withdrawn or recalled. Include a connection with substantially the same general harmful condition will be description of "your product" and the deemed to arise out of the same defect reason for the withdrawal or recall; or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Anyamount reimbursed for "product distribution of like or similar products until it has been determined that all recall expenses" in connection with any such products are free from defects that one occurrence will reduce the amount could be a cause of loss under this of the Product Recall Expense Aggregate insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION 11 - LIABILITY, F. Liability and Medical f. If the Product Recall Expense Aggregate Expenses Definitions: Limit has been reduced by reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or"property damage". other defect or deficiency. 2. "Product recall expense(s)"means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements Including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391-1006 0816 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission. Page 5 of 6 4HAnover insurance Group_ OZF D955322 5701761 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of"your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements thereto. than your regular"employees"; (5) Expenses incurred by"employees" 8. Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9, Unintentional Failure to Notify required to avoid "bodily injury" The following"property damage" as a result is added to SECTION II of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence,Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an"occurrence", offense, claim or"suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 OB 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 6 of 6 • THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - Primary and Non-Contributory LIABILITY COVERAGE, Paragraph A.1. Who Is If you agree in a written contract, written An Insured: agreement or written permit that the insurance Additional Insured if Required by Contract provided to a person or organization who If you agree in a written contract, written qualifies as an additional "insured" under agreement or written permit that a person or SECTION II - LIABILITY COVERAGE, Paragraph organization be added as an additional A.1. Who Is An Insured, subparagraph "insured" under this Coverage Part, such Additional Insured if Required by Contract is person or organization is an "insured"; but only primary and non-contributory, the following to the extent that such person or organization applies: qualifies as an"insured" under paragraph A.1.c. The liability coverage provided by this Coverage of this Section. Part is primary to any other insurance available If you agree in a written contract, written to the additional "insured" as a Named Insured. agreement or written permit that a person or We will not seek contribution from any other organization be added as an additional insurance available to the additional "insured" "insured" under this Coverage Part, the most except: we will pay on behalf of such additional (1) For the sole negligence of the additional "insured" is the lesser of: "insured"; or (1) The Limits of Insurance for liability coverage (2) For negligence arising out of the ownership, specified in the written contract, written maintenance or use of any "auto" not owned agreement or written permit; or by the additional "insured" or by you, unless (2) The Limits of Insurance for Liability that "auto" is a "trailer" connected to an Coverage shown in the Declarations "auto" owned by the additional "insured" or applicable to this Coverage Part. by you; or Such amount shall be part of and not in addition (3) When the additional "insured" is also an to the Limits of Insurance shown in the additional "insured" under another liability Declarations applicable to this Coverage Part. policy. Regardless of the number of covered "autos", C. This endorsement will apply only if the "insureds", premiums paid, claims made or "accident" occurs: vehicles involved in the "accident",the most we 1. During the policy period; will pay for the total of all damages and "covered pollution cost or expense" combined 2. Subsequent to the execution of the written resulting from any one "accident" is the Limit of contract or written agreement or the Insurance for Liability Coverage shown in the issuance of the written permit; and Declarations. 3. Prior to the expiration of the period of time B. The following is added to SECTION IV - that the written contract, written agreement BUSINESS AUTO CONDITIONS, Paragraph B. or written permit requires such insurance to General Conditions, subparagraph 5. Other be provided to the additional "insured". Insurance: D. Coverage provided to an additional "insured" will not be broader than coverage provided to any other"insured" under this Coverage Part. ALL OTHER TERMS,CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 12 12 includes copyrighted material of ISO Insurance Services Office,Inc.,with its permission Page 1 of 1